UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
FARGO ELECTRONICS, INC.
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
30744P 10 2
(CUSIP Number)
Edward L. Kaplan
Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, IL 60061
(847) 634-6700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 11, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: / /
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13D
CUSIP No. 30744P 10 2
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ZEBRA TECHNOLOGIES CORPORATION 36-6966580 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) / / |
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(b) /x/ |
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3. |
SEC Use Only |
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4. |
Source of Funds |
OO |
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5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / |
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6. |
Citizenship or Place of Organization State of Delaware |
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| Number of | 7. | Sole Voting Power | 585,000(1) | ||
| Shares | |||||
| Beneficially | 8. | Shared Voting Power | 5,585,036(2) | ||
| Owned by Each | |||||
| Reporting | 9. | Sole Dispositive Power | 585,000(1) | ||
| Person With | |||||
| 10. | Shared Dispositive Power | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 6,170,036(1)(2) | |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
/ / |
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13. |
Percent of Class Represented by Amount in Row (11) |
51.0% |
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14. |
Type of Reporting Person |
CO |
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Zebra Technologies Corporation, a Delaware corporation ("Zebra"), hereby amends and supplements its statement on Schedule 13D originally filed on August 3, 2001 and amended and supplemented by Amendment No. 1 thereto dated August 30, 2001 (as so amended and supplemented, the "Schedule 13D"), with respect to the common stock, par value $0.01 per share ("Fargo Common Stock"), of Fargo Electronics, Inc., a Delaware corporation (sometimes referred to herein as "Issuer" or "Fargo"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following paragraph at the end of Sections (a) and (b):
"On October 11, 2001, Zebra, Merger Sub and Fargo entered into Amendment No. 2 to the Acquisition Agreement ("Amendment No. 2") pursuant to which (1) the time period within which Fargo will have the right to terminate the Acquisition Agreement as a result of a failure to receive clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was moved back from the period beginning on the sixty-first (61st) day after receipt of a "second request" for information from the Federal Trade Commission and ending five (5) business days later to the period from February 14, 2002 through February 22, 2002 and (2) a condition to the Offer was modified in light of the terrorist attacks on the United States on September 11, 2001 and resulting actions. Specifically, the suspension of trading in securities on the New York Stock Exchange, Inc. during the period from September 11 through 14, 2001 and the terrorist attacks on the United States on September 11, 2001 and any subsequent military actions and other armed hostilities, including additional terrorist attacks on the United States or any military response by the United States, resulting therefrom (other than any such subsequent actions or hostilities that will, because of their significant and lasting effect on the United States and/or its economy, make consummation of the Offer impracticable) may not be asserted as failures of the conditions to the Offer. A copy of Amendment No. 2 is filed as Exhibit 5 to the Schedule 13D and is incorporated herein by reference."
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding ", Amendment No. 2" immediately following "Amendment No. 1" in the only sentence under Item 6.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:
Page 2 of 4
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 12, 2001
| ZEBRA TECHNOLOGIES CORPORATION | |||
By: |
/s/ CHARLES R. WHITCHURCH |
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| Name: | Charles R. Whitchurch | ||
| Title: | Chief Financial Officer and Treasurer | ||
Page 3 of 4
| Exhibit Number |
Description |
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|---|---|---|
| 1 | Acquisition Agreement, dated as of July 31, 2001, by and among Zebra Technologies Corporation, Rushmore Acquisition Corp. and Fargo Electronics, Inc. | |
2 |
Form of Stockholder Agreement, dated as of July 31, 2001, by and between Zebra Technologies Corporation and each of certain entities affiliated with TA Associates, Inc. and St. Paul Venture Capital, Inc. |
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3 |
Form of Stockholder Agreement, dated as of July 31, 2001, by and between Zebra Technologies Corporation and each of the executive officers and directors of Fargo Electronics, Inc. |
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4 |
Amendment No. 1, dated as of August 30, 2001, to the Acquisition Agreement by and among Fargo Electronics, Inc., Zebra Technologies Corporation and Rushmore Acquisition Corp. |
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5* |
Amendment No. 2, dated as of October 11, 2001, to the Acquisition Agreement among Zebra Technologies Corporation, Rushmore Acquisition Corp. and Fargo Electronics, Inc. |
*Filed herewith; all others previously filed.
Page 4 of 4
Exhibit 5
AMENDMENT NO. 2 TO ACQUISITION AGREEMENT
This AMENDMENT NO. 2 TO ACQUISITION AGREEMENT (this "Amendment No. 2") dated as of October 11, 2001, is among Zebra Technologies Corporation, a Delaware corporation ("Parent"), Rushmore Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Fargo Electronics, Inc., a Delaware corporation (the "Company").
Parent, Merger Sub and the Company are parties to an Acquisition Agreement, dated as of July 31, 2001 (the "Acquisition Agreement"), pursuant to which and subject to the conditions set forth therein, (i) Merger Sub has commenced a tender offer to purchase all outstanding shares of Company Common Stock (as defined in the Acquisition Agreement) and (ii) following the consummation of the cash tender offer, Merger Sub will merge with and into the Company.
Parent, Merger Sub and the Company entered into an Amendment No. 1 to the Acquisition Agreement on August 30, 2001 in connection with the settlement of a lawsuit filed by James Stewart in District Court, Fourth Judicial District, County of Hennepin, State of Minnesota on August 13, 2001 against the Company, members of the Company's board of directors and Parent.
In connection with the transaction, Parent received a request for additional information received from the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). Parent and the Company have responded to this request and the parties continue to work with the Federal Trade Commission to seek termination or expiration of the waiting period under the HSR Act.
Parent, Merger Sub and the Company desire to enter into this Amendment No. 2 to (1) revise the termination provisions to move back the date on which will begin the time period within which the Company will have the right to terminate the Acquisition Agreement as a result of a failure to receive clearance under the HSR Act and (2) revise the conditions of the Offer in light of the tragic events of September 11, 2001.
In consideration of the foregoing and of the mutual covenants, representations, warranties and agreements of the parties set forth in the Acquisition Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:
Section 9.1(c)(2) of the Acquisition Agreement is hereby amended in its entirety to state as follows:
"if the applicable waiting period under the HSR Act with respect to the Merger has not terminated or expired by 5:00 p.m., New York City time, on February 14, 2002, or if such waiting period has terminated or expired prior to such time but there is then outstanding any administrative or judicial action or proceeding by any governmental or regulatory authority challenging any transaction contemplated by this Agreement as violative of any Law designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, unless the failure of such waiting period to terminate or expire or the institution of any such administrative or judicial action is the result of a breach of this Agreement by the Company; provided, however, that the Company's right to terminate this Agreement under this subsection shall expire at 12:00 midnight, New York City time, on February 22, 2002;"
Section (a) of Annex I of the Acquisition Agreement is hereby amended in its entirety to state as follows:
"there shall have occurred and be continuing any (1) general suspension of, or limitation on prices for, trading in securities on the New York Stock Exchange, Inc. in excess of one day; or (2) declaration of a banking moratorium or suspension of payments in respect of banks in the United States or any general limitation by United States Federal or state authorities (whether or not mandatory) on the extension of credit by lending institutions, which limitation materially affects Merger Sub's ability to pay for the shares; or there shall have occurred any commencement of a war, armed hostilities or other national calamity involving the United States; provided, however, that the terrorist attacks on the United States on September 11, 2001 and any subsequent military actions and other armed hostilities, including additional terrorist attacks on the United States or any military response by the United States, resulting therefrom (other than any such subsequent actions or hostilities that will, because of their significant and lasting effect on the United States and/or its economy, make Consummation of the Offer impracticable) may not be asserted as a failure of this condition;"
[SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the day and year first written above.
| ZEBRA TECHNOLOGIES CORPORATION | ||||
By: |
/s/ EDWARD L. KAPLAN |
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| Name: | Edward L. Kaplan | |||
| Title: | CEO | |||
RUSHMORE ACQUISITION CORP. |
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By: |
/s/ JOHN H. KINDSVATER |
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| Name: | John H. Kindsvater | |||
| Title: | President | |||
FARGO ELECTRONICS, INC. |
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By: |
/s/ GARY R. HOLLAND |
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| Name: | Gary R. Holland | |||
| Title: | President and CEO | |||