-----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, EZuF00wMYBSFp+IL5J2af3J75RmMWQBNu7phbz/8Y+lCU6bRemfn/I4SfqM7BZLs QtA1nvlmxZmuGTnANm+oIA== 0000893220-04-001469.txt : 20040727 0000893220-04-001469.hdr.sgml : 20040727 20040726162634 ACCESSION NUMBER: 0000893220-04-001469 CONFORMED SUBMISSION TYPE: CB/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040726 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: 04931094 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 w98851a5cbza.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. 5) 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 - Revised Offer by Escalon Medical Corp. ("Escalon") for all the Outstanding Share Capital of Drew Scientific Group Plc ("drew") Revised Offer Unconditional 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) July 26, 2004 ----------------------------------------------------------- (Date) 3 EX-1 2 w98851a5exv1.txt REVISED OFFER BY ESCALON MEDICAL CORP. EXHIBIT 1 TO FORM CB 23 JULY 2004 REVISED OFFER BY ESCALON MEDICAL CORP. ("ESCALON") FOR ALL THE OUTSTANDING SHARE CAPITAL OF DREW SCIENTIFIC GROUP PLC ("DREW") REVISED OFFER UNCONDITIONAL On 29 June 2004 Atlantic Law, on behalf of Escalon, announced a revised Offer for all of the issued Drew Shares. On 9 July 2004, Escalon agreed that its revised Offer will become unconditional in all respects upon the receipt of valid acceptances in regard of more than 50% of the Drew Shares, and that the revised Offer will then be kept open for at least 21 days to allow holders of Drew Options to exercise their rights and accept the revised Offer. Atlantic Law hereby announces that, as at 1.00 p.m. on 23 July 2004, acceptances of the revised Offer valid in all respects have been received in respect of 59,679,800 Drew Shares, representing approximately 67.03 per cent. of the existing issued ordinary share capital of Drew. Atlantic Law, on behalf of Escalon, waives all remaining conditions of the revised Offer and announces that the revised Offer is declared unconditional in all respects. Pursuant to its terms, the revised Offer will now remain open for 21 days. The next closing date will be 1.00pm (London time) on Friday 13 August 2004. Shareholders of Drew who wish to accept the revised Offer, and who have not done so, should complete their Form(s) of Acceptance, in accordance with the instructions printed thereon, whether or not their Drew Shares are in CREST, and return them, as soon as possible, and in any event so as to be received by post or during normal business hours by hand to Capita IRG Plc at Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH no later than 1.00pm (London time) on 13 August 2004. Additional Forms of Acceptance are available from Capita IRG Plc, by telephoning 0870 162 3100 (if calling from within the UK) or +44 208 639 2157 (if calling from overseas). 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 Original Offer and the revised 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 revised Offer Document dated 1 July 2004 apply to this announcement unless the context otherwise requires. ENQUIRIES: ATLANTIC LAW TELEPHONE: 0207 616 2888 4 -----END PRIVACY-ENHANCED MESSAGE-----