SC TO-T/A

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2002

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)

FARGO ELECTRONICS, INC.
(Name of Subject Company (Issuer))

RUSHMORE ACQUISITION CORP.
ZEBRA TECHNOLOGIES CORPORATION
(Names of Filing Persons (Offeror))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

30744P 10 2
(CUSIP Number of Class of Securities)

EDWARD L. KAPLAN
Chairman
Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, Illinois 60061
Tel.: (847) 634-6700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)

COPIES TO:

HERBERT S. WANDER, ESQ.
MARK D. WOOD, ESQ.
Katten Muchin Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
Tel.: (312) 902-5200 BRUCE A. MACHMEIER, ESQ.
THOMAS A. LETSCHER, ESQ.
Oppenheimer Wolff & Donnelly LLP
Plaza VII, Suite 3300
45 South Seventh Street
Minneapolis, Minnesota 55402-1609
Tel.: (612) 607-7000

/  /	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
/X/	third-party tender offer subject to Rule 14d-1.
/  /	issuer tender offer subject to Rule 13e-4.
/  /	going-private transaction subject to Rule 13e-3.
/  /	amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: /  /

        Zebra Technologies Corporation, a Delaware corporation ("Zebra"), and Rushmore Acquisition Corp., a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of Zebra, hereby amend and supplement their Tender Offer Statement on Schedule TO, originally filed on August 3, 2001 and amended and supplemented by Amendment No. 1 thereto dated August 15, 2001, Amendment No. 2 thereto dated August 17, 2001, Amendment No. 3 thereto dated August 30, 2001, Amendment No. 4 thereto dated September 14, 2001, Amendment No. 5 thereto dated September 28, 2001, Amendment No. 6 thereto dated October 12, 2001, Amendment No. 7 thereto dated October 26, 2001, Amendment No. 8 thereto dated November 9, 2001, Amendment No. 9 thereto dated November 26, 2001, Amendment No. 10 thereto dated December 10, 2001, Amendment No. 11 thereto dated December 21, 2001, Amendment No. 12 thereto dated January 9, 2002 and Amendment No. 13 thereto dated January 24, 2002 (as so amended and supplemented, the "Schedule TO"), with respect to Merger Sub's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), including the associated rights to purchase preferred stock (collectively, the "Shares"), of Fargo Electronics, Inc., a Delaware corporation ("Fargo"), at a purchase price of $7.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 3, 2001 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer"), copies of which have been previously filed herewith as Exhibits 99.1(a)(1)(A) and 99.1(a)(1)(B), respectively. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

        Item 5 of the Schedule TO is hereby amended by adding the following paragraph at the end of the section entitled "THE TENDER OFFER—10. BACKGROUND OF THE OFFER AND THE ACQUISITION; PAST CONTACTS OR NEGOTIATIONS WITH FARGO" IN THE OFFER TO PURCHASE:

        "On February 5, 2002, Zebra, Merger Sub and Fargo entered into Amendment No. 3 to the Acquisition Agreement pursuant to which 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 HSR Act was moved back from the period from February 14, 2002 through February 22, 2002 to the period from March 22, 2002 through March 29, 2002. A copy of Amendment No. 3 to the Acquisition Agreement is filed as Exhibit 99.1(d)(8) to the Schedule TO and is incorporated herein by reference."

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

        Item 6 of the Schedule TO is hereby amended by deleting subsection (c)(ii) of the paragraph entitled "Termination" in the Section entitled "THE TENDER OFFER—11. THE ACQUISITION AGREEMENT" in the Offer to Purchase in its entirety and replacing it with the following:

"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 March 22, 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 the Acquisition 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 the Acquisition Agreement by Fargo; provided, however, that Fargo's right to terminate the Acquisition Agreement under this subsection shall expire at 12:00 midnight, New York City time, on March 29, 2002;"

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ITEM 11. ADDITIONAL INFORMATION.

        Item 11 of the Schedule TO is hereby amended and supplemented to add the following information:

        On February 5, 2002, Zebra and Fargo issued a joint press release announcing their execution of Amendment No. 3 to the Acquisition Agreement. The press release is contained in Exhibit 99.1(a)(5)(N) hereto, and the information set forth in the press release is incorporated herein by reference.

ITEM 12. EXHIBITS.

        Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit:

99.1(a)(5)(N)	Joint Press Release issued by Zebra and Fargo on February 5, 2002
99.1(d)(8)	Amendment No. 3, dated as of February 5, 2002, to Acquisition Agreement by and among Fargo, Zebra and Merger Sub

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SIGNATURE

        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.

ZEBRA TECHNOLOGIES CORPORATION
By:	/s/  EDWARD L. KAPLAN
Name:	Edward L. Kaplan
Title:	Chairman and Chief Executive Officer
RUSHMORE ACQUISITION CORP.
By:	/s/  CHARLES R. WHITCHURCH
Name:	Charles R. Whitchurch
Title:	Vice President, Treasurer and Secretary

February 5, 2002

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EXHIBIT INDEX

Exhibit Number	Description
99.1(a)(1)(A)	Offer to Purchase, dated August 3, 2001
99.1(a)(1)(B)	Letter of Transmittal
99.1(a)(1)(C)	Notice of Guaranteed Delivery
99.1(a)(1)(D)	Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.1(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.1(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
99.1(a)(1)(G)	Summary Advertisement as published in the Wall Street Journal on August 3, 2001
99.1(a)(5)(A)	Complaint filed by James Stewart in District Court, Fourth Judicial District, County of Hennepin, State of Minnesota on August 13, 2001
99.1(a)(5)(B)	Joint Press Release issued by Zebra and Fargo on August 17, 2001
99.1(a)(5)(C)	Joint Press Release issued by Zebra and Fargo on August 30, 2001
99.1(a)(5)(D)	Joint Press Release issued by Zebra and Fargo on September 14, 2001
99.1(a)(5)(E)	Joint Press Release issued by Zebra and Fargo on September 28, 2001
99.1(a)(5)(F)	Joint Press Release issued by Zebra and Fargo on October 12, 2001
99.1(a)(5)(G)	Joint Press Release issued by Zebra and Fargo on October 26, 2001
99.1(a)(5)(H)	Joint Press Release issued by Zebra and Fargo on November 9, 2001
99.1(a)(5)(I)	Joint Press Release issued by Zebra and Fargo on November 26, 2001
99.1(a)(5)(J)	Joint Press Release issued by Zebra and Fargo on December 10, 2001
99.1(a)(5)(K)	Joint Press Release issued by Zebra and Fargo on December 21, 2001
99.1(a)(5)(L)	Joint Press Release issued by Zebra and Fargo on January 9, 2002
99.1(a)(5)(M)	Joint Press Release issued by Zebra and Fargo on January 24, 2002
99.1(a)(5)(N)*	Joint Press Release issued by Zebra and Fargo on February 5, 2002
99.1(d)(1)	Acquisition Agreement, dated July 31, 2001, by and among Fargo, Zebra and Merger Sub
99.1(d)(2)	Confidentiality Agreement, dated July 10, 2001, by and between Zebra and Fargo
99.1(d)(3)	Exclusivity Agreement, dated July 10, 2001, by and between Zebra and Fargo
99.1(d)(4)	Form of Stockholder Agreement, dated as of July 31, 2001, by and between Zebra and each of certain entities affiliated with
	TA Associates, Inc. and St. Paul Venture Capital, Inc.
99.1(d)(5)	Form of Stockholder Agreement, dated as of July 31, 2001, by and between Zebra and each of Fargo's directors and executive officers
99.1(d)(6)	Amendment No. 1 to Acquisition Agreement, dated as of August 30, 2001, by and among Fargo, Zebra and Merger Sub
99.1(d)(7)	Amendment No. 2, dated as of October 11, 2001, to Acquisition Agreement among Zebra, Merger Sub and Fargo
99.1(d)(8)*	Amendment No. 3, dated as of February 5, 2002, to Acquisition Agreement by and among Fargo, Zebra and Merger Sub

*

Filed herewith; all others previously filed.

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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
ITEM 11. ADDITIONAL INFORMATION.
ITEM 12. EXHIBITS.

SIGNATURE
EXHIBIT INDEX

EX-99.1(A)(5)(N)

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Exhibit 99.1(a)(5)(N)

Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, Illinois 60061.3109 U.S.A.
Telephone +1.847.634.6700
Facsimile +1.847.913.8766
www.zebracorporation.com

FOR IMMEDIATE RELEASE

Zebra Technologies and Fargo Electronics Amend Acquisition Agreement

Vernon Hills, IL, and Eden Prairie, MN, February 5, 2002-Zebra Technologies Corporation (Nasdaq: ZBRA) and Fargo Electronics, Inc., (Nasdaq: FRGO) today announced that they have amended the acquisition agreement in connection with Zebra's tender offer for all outstanding shares of common stock (including associated rights to purchase preferred stock) of Fargo for $7.25 in cash.

        The amendment moves the period in which Fargo would have the right to terminate the acquisition agreement if clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 were not received. The amended termination period now begins on March 22, 2002, and ends on March 29, 2002. Previously, Fargo had the right to terminate the acquisition agreement during the period beginning on February 14, 2002 and ending on February 22, 2002. The companies made this amendment, because of the ongoing Federal Trade Commission review of the transaction under the HSR Act.

        Zebra and Fargo continue to be responsive to the FTC. They are working with the FTC to bring about a conclusion to the Commission's review of the transaction, and remain committed to bringing the transaction to a successful completion. Fargo and Zebra are currently unable to provide an expected date for completing the transaction.

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Fargo common stock. All stockholders should read the tender offer statement, as amended (including the offer to purchase, a related letter of transmittal and other offer documents), that was filed with the SEC by Zebra, and the solicitation/recommendation statement that was filed with the SEC by Fargo. These statements contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders are able to obtain these statements, as well as other filings containing information about Zebra and Fargo, without charge, at the SEC's Web site www.sec.gov. Stockholders are also able to obtain copies of these documents, at no charge, by contacting Zebra's information agent, Mellon Investor Services LLC, at (800) 261-8056. Copies of these documents may also be obtained, at no charge, by directing such requests to Zebra's Chief Financial Officer at (847) 793-6730.

        Fargo Electronics, Inc., is the world's leader in innovative technologies for desktop plastic card personalization systems. Fargo printing systems create personalized plastic identification cards complete with digital images and text, lamination, and electronically encoded information. More than 50,000 Fargo systems are currently installed throughout the U.S. and in over 100 other countries. For more information, visit Fargo's Web site at http://www.fargo.com.

        Zebra Technologies Corporation delivers innovative and reliable on-demand printing solutions to businesses and governments in more than 90 countries around the world. A broad range of applications benefit from Zebra®-brand thermal bar code label and receipt printers and Eltron®-brand plastic card printers, resulting in enhanced security, increased productivity, improved quality, lower costs and better customer service. The company, with an installed base of more than two million printers, also offers

software, connectivity solutions and thermal printing supplies, including more than 1,000 label and ribbon combinations. Information about Zebra Technologies can be found at www.zebracorporation.com.

For Information, Contact:
Charles R. Whitchurch Chief Financial Officer Zebra Technologies Corporation Phone: 847.634.6700 Fax: 847.821.2545	Tony Dick Acting Chief Financial Officer Fargo Electronics, Inc. Phone: 952.946.6892 Fax: 952.941.7836

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Exhibit 99.1(a)(5)(N)

EX-99.1(D)(8)

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Exhibit 99.1(d)(8)

AMENDMENT NO. 3 TO ACQUISITION AGREEMENT

        This AMENDMENT NO. 3 TO ACQUISITION AGREEMENT (this "Amendment No. 3") dated as of February 5, 2002, 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").

INTRODUCTION

        A.    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.

        B.    Parent, Merger Sub and the Company entered into an Amendment No. 1 to the Acquisition Agreement as of 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.

        C.    In connection with the foregoing tender offer and merger, 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.

        D.    Parent, Merger Sub and the Company entered into an Amendment No. 2 to the Acquisition Agreement as of October 11, 2001 to (1) revise the termination provisions of the Acquisition Agreement to move to February 14, 2002 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 terrorist attacks on the United States on September 11, 2001.

        E.    Parent and the Company have continued to work with the Federal Trade Commission to seek termination or expiration of the waiting period under the HSR Act. Because the review by the Federal Trade Commission of the foregoing tender offer and merger is not likely to be complete by February 14, 2002, Parent, Merger Sub and the Company desire to enter into this Amendment No. 3 to further revise the termination provisions in the Acquisition Agreement to move back further 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.

AGREEMENT

        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:

        1.    Amendment of Section 9.1(c)(2).    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 March 22, 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 March 29, 2002;"

        2.    No Other Changes.    Except as specifically amended by this Amendment, all other provisions of the Acquisition Agreement, as amended through the date hereof, remain in full force and effect.

[SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as of the day and year first written above.

ZEBRA TECHNOLOGIES CORPORATION
By:	/s/  EDWARD KAPLAN
Name:	Edward Kaplan
Title:	CEO
RUSHMORE ACQUISITION CORP.
By:	/s/  CHARLES R. WHITCHURCH
Name:	Charles R. Whitchurch
Title:	Vice President, Treasurer & Secretary
FARGO ELECTRONICS, INC.
By:	/s/  GARY R. HOLLAND
Name:	Gary Holland
Title:	President

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Exhibit 99.1(d)(8)

AMENDMENT NO. 3 TO ACQUISITION AGREEMENT
INTRODUCTION
AGREEMENT
[SIGNATURE PAGE FOLLOWS.]