-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V3bZrYlNUwm2ZvnhoaFEVg2CNeFEvbQEODDVJ6Q4WlMKc8ZV/n/uB0LUEF3il4Qh HG48rop5af8lNfGktRemkQ== 0000893220-04-001321.txt : 20040630 0000893220-04-001321.hdr.sgml : 20040630 20040630172006 ACCESSION NUMBER: 0000893220-04-001321 CONFORMED SUBMISSION TYPE: CB/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREW SCIENTIFIC GROUP PLC CENTRAL INDEX KEY: 0001138786 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: CB/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79789 FILM NUMBER: 04892153 BUSINESS ADDRESS: STREET 1: SOWERBY WOODS INDUSTRIAL STREET 2: PARK ROAD BARROW IN FURNESS CITY: CUMBRIA STATE: X0 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESCALON MEDICAL CORP CENTRAL INDEX KEY: 0000862668 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330272839 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CB/A BUSINESS ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD STREET 2: PLZ LEVEL CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106886830 MAIL ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT SURGICAL LASERS INC DATE OF NAME CHANGE: 19930328 CB/A 1 w97575a2cbza.txt FORM CB/A DREW SCIENTIFIC GROUP PLC -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0518 Expires: March 31, 2005 Estimated average burden hours per response....0.13 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 2) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13c-4(h)(8) (Issuer Tender Offer) [ ] Exchange Act Rule 14d-1(c) (Third Party Tender Offer) [X] Exchange Act Rule 14c-2(d) (Subject Company Response) [ ] Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) [ ] Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Drew Scientific Group PLC -------------------------------------------------------------------- (Name of Subject Company) N/A -------------------------------------------------------------------- (Translation of Subject Company's Name into English (if applicable)) United Kingdom -------------------------------------------------------------------- (Jurisdiction of Subject Company's Incorporation or Organization) Escalon Medical Corp. -------------------------------------------------------------------- (Name of Person(s) Furnishing Form) Ordinary Shares of Drew Scientific Group PLC -------------------------------------------------------------------- (Title of Class of Subject Securities) Not applicable -------------------------------------------------------------------- (CUSIP Number of Class of Securities (if applicable)) c/o Richard J. DePiano, Chairman and CEO, Escalon Medical Corp., 575 East Swedesford Road, Suite - -------------------------------------------------------------------------------- 100, Wayne, Pennsylvania 19087; telephone: (610) 688-6830 (As offeror in the tender offer) - -------------------------------------------------------------------------------- (Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company) Commencement of exchange offer in the U.K. on 5/14/04 ----------------------------------------------------- (Date Tender Offer/Rights Offering Commenced) PART I - INFORMATION SENT TO SECURITY HOLDERS ITEM 1. HOME JURISDICTION DOCUMENTS Exhibit 1 Press Release - Offer by Escalon Medical Corp. for all the Outstanding Share Capital of Drew Scientific Group PLC dated June 29, 2004. Revision of Offer, Extension and Level of Acceptances ITEM 2. INFORMATIONAL LEGENDS Not applicable. PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS (1) Not applicable. (2) No documents are incorporated by reference in the Home Jurisdiction Document. PART III - CONSENT TO SERVICE OF PROCESS Not applicable. 2 PART IV - SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Richard J. DePiano ----------------------------------------------------------- (Signature) Richard J. DePiano, Chairman and CEO, Escalon Medical Corp. ----------------------------------------------------------- (Name and Title) June 29, 2004 ----------------------------------------------------------- (Date) 3 EX-1 2 w97575a2exv1.txt PRESS RELEASE DATED JUNE 29, 2004 EXHIBIT 1 TO FORM CB 29 JUNE 2004 OFFER BY ESCALON MEDICAL CORP. ("ESCALON") FOR ALL THE OUTSTANDING SHARE CAPITAL OF DREW SCIENTIFIC GROUP PLC ("DREW") REVISION OF OFFER, EXTENSION AND LEVEL OF ACCEPTANCES On 8 April 2004, Atlantic Law, on behalf of Escalon, announced an intention by Escalon to make an offer for all of the outstanding share capital of Drew. The Offer Document was posted to shareholders of Drew on 14 May 2004 and the closing date was subsequently extended until 2 July 2004. Atlantic Law hereby announces that, as at 3.00 p.m. on 29 June 2004, the last day for revision of the Offer, acceptances of the Offer valid in all respects have been received in respect of 1,017,455 Drew Shares, representing approximately 1.14% per cent. of the existing issued ordinary share capital of Drew. Furthermore, Escalon wishes to announce that it is revising its Offer. The revised offer will consist of 900,000 New Escalon Shares for all of the issued and to be issued Drew Shares. This equates to approximately 0.01010 New Escalon Shares for each Drew Share. Fractional New Escalon Shares will not be issued. Relevant fractional shares will be aggregated and sold for cash and the proceeds distributed to the relevant Drew shareholders in cash. Escalon will continue to seek the recommendation of Drew for its revised offer. All other terms and conditions in the Offer Document remain unchanged, subject to modification and any material changes to be specified the revised offer document. Atlantic Law, on behalf of Escalon, further announces that with the consent of the Takeover Panel and Drew, the last date for an offer to be declared unconditional as to acceptances has been extended to Friday 16 July 2004. The revised offer document will be posted to shareholders of Drew as soon as possible with sufficient time to allow for 14 days for acceptance by Friday 16 July 2004. Neither Escalon nor any person acting, or deemed to be acting, in concert with Escalon, held any ordinary shares of Drew before the Offer Period or has acquired or agreed to acquire any such shares during the course of the Offer Period, other than through the acceptance of the Offer as described above. None of the acceptances relate to persons acting in concert with Escalon. The Escalon Directors accept responsibility for the information contained in this announcement, which is in accordance with the facts and does not omit anything likely to affect the import of such information. Definitions used in the Offer Document dated 14 May 2004 apply to this announcement unless the context requires otherwise. ENQUIRIES: ATLANTIC LAW TELEPHONE: 0207 616 2888 4 -----END PRIVACY-ENHANCED MESSAGE-----