SC TO-T/A

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 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. 19)

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 Rosenman
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

o

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:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

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: ý

        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, Amendment No. 13 thereto dated January 24, 2002, Amendment No. 14 thereto dated February 5, 2002, Amendment No. 15 thereto dated February 7, 2002, Amendment No. 16 thereto dated February 22, 2002, Amendment No. 17 thereto dated March 8, 2002 and Amendment No. 18 thereto dated March 22, 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. This Amendment No. 19 to the Schedule TO constitutes the final amendment to the Schedule TO. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

ITEM 11. ADDITIONAL INFORMATION.

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

        As of March 27, 2002, Zebra, Merger Sub and Fargo entered into an agreement (the "Termination Agreement") which terminated the Acquisition Agreement and the parties' respective rights, benefits and obligations thereunder. Further, upon the termination of the Acquisition Agreement and the Offer, the Stockholder Agreements terminated in accordance with their terms. A copy of the Termination Agreement is filed as Exhibit 99.1(d)(9) to the Schedule TO and is incorporated herein by reference. The joint press release issued on March 27, 2002 by Zebra and Fargo with respect to such termination is filed as Exhibit 99.1(a)(5)(S) to the Schedule TO, and the information set forth in the press release is incorporated herein by reference.

        Pursuant to the Termination Agreement, the Offer terminated on Wednesday, March 27, 2002. As a result of the termination of the Acquisition Agreement and the Offer, no Shares were accepted for payment or paid for pursuant to the Offer, and all Shares previously tendered will be promptly returned to the tendering stockholders.

ITEM 12. EXHIBITS.

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

99.1(a)(5)(S)	Joint Press Release issued by Zebra and Fargo on March 27, 2002
99.1(d)(9)	Termination Agreement dated as of March 27, 2002, by and among Zebra, Merger Sub and Fargo

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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/  CHARLES R. WHITCHURCH
Name: Charles R. Whitchurch Title: Chief Financial Officer and Treasurer
RUSHMORE ACQUISITION CORP.
By:	/s/  CHARLES R. WHITCHURCH
Name: Charles R. Whitchurch Title: Vice President, Treasurer and Secretary

March 27, 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(a)(5)(O)	Joint Press Release issued by Zebra and Fargo on February 7, 2002
99.1(a)(5)(P)	Joint Press Release issued by Zebra and Fargo on February 22, 2002
99.1(a)(5)(Q)	Joint Press Release issued by Zebra and Fargo on March 8, 2002
99.1(a)(5)(R)	Joint Press Release issued by Zebra and Fargo on March 22, 2002
99.1(a)(5)(S)*	Joint Press Release issued by Zebra and Fargo on March 27, 2002

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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 dated as of August 30, 2001 to Acquisition Agreement by and among Fargo, Zebra and Merger Sub
99.1(d)(7)	Amendment No. 2, dated as of October 11, 2001, to Acquisition Agreement by and 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
99.1(d)(9)*	Termination Agreement dated as of March 27, 2002, by and among Zebra, Merger Sub and Fargo

*

Filed herewith; all others previously filed.

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ITEM 11. ADDITIONAL INFORMATION.
ITEM 12. EXHIBITS.

SIGNATURE
EXHIBIT INDEX

EX-99.1(A)(5)(S)

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
Terminate Acquisition Agreement and Tender Offer

Vernon Hills, IL, and Eden Prairie, MN, March 27, 2002—Zebra Technologies Corporation (Nasdaq: ZBRA) and Fargo Electronics, Inc., (Nasdaq: FRGO) today announced that the companies have mutually agreed to terminate the acquisition agreement whereby Zebra would acquire all outstanding shares of Fargo common stock (including associated rights to purchase preferred stock) for $7.25 per share in cash. The transaction has been under Hart-Scott-Rodino (HSR) antitrust review by the Federal Trade Commission (FTC). Based on discussions with representatives of the FTC, Zebra and Fargo believe it is unlikely that the FTC will clear the transaction as currently proposed. After careful consideration, the management and board of directors of each company concluded that the likely time required and the uncertainty of reaching and implementing a solution acceptable to the FTC renders this transaction no longer in the best interests of the respective companies and their stockholders. Accordingly, the companies agreed to a mutual termination of their acquisition agreement. Neither party will pay a break-up fee.

        The acquisition was announced on July 31, 2001. A tender offer for all outstanding shares of Fargo stock commenced on August 3, 2001, and was most recently scheduled to expire at 5:00 PM, New York City time, on April 5, 2002. The tender offer has been terminated, effective immediately. None of the Fargo shares tendered in the tender offer will be accepted and paid for, and Zebra will promptly return all shares of Fargo common stock tendered and not withdrawn in the tender offer.

        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 printing supplies. 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

EX-99.1(D)(9)

TERMINATION AGREEMENT

        This TERMINATION AGREEMENT (this "Agreement") dated as of March 27, 2002, is by and 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, as amended by Amendment No. 1 thereto dated as of August 30, 2001, Amendment No. 2 thereto dated as of October 11, 2001 and Amendment No. 3 thereto dated as of February 5, 2002 (as so amended, the "Acquisition Agreement"; capitalized terms used but not otherwise defined herein having the meanings ascribed to such terms in the Acquisition Agreement), pursuant to which and subject to the conditions set forth therein, (i) Merger Sub commenced a tender offer to purchase all outstanding shares of Company Common Stock (the "Offer") and (ii) following the consummation of the cash tender offer, Merger Sub was to merge with and into the Company (the "Merger").

        B.    Pursuant to Sections 7.7 and 7.15 of the Agreement, Parent and the Company have been seeking clearance under the HSR Act of the Consummation of the Offer and the Merger.

        C.    Despite the best efforts of Parent and the Company, clearance under the HSR Act of the Consummation of the Offer and the Merger has not been received.

        D.    Section 9.1(a) of the Acquisition Agreement provides that the Acquisition Agreement may be terminated, and the Offer, the Merger and the transactions contemplated by the Acquisition Agreement may be abandoned at any time prior to the Effective Time, by mutual written consent of the Company and Parent.

        E.    Parent, Merger Sub and the Company are entering into this Agreement in order to evidence their mutual written consent and agreement as to the termination of their respective rights, benefits and obligations under the Acquisition Agreement.

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.    Termination.    Effective immediately upon execution of this Agreement, the Acquisition Agreement is hereby terminated pursuant to Section 9.1(a) of the Acquisition Agreement by the mutual written consent of the Company and Parent.

        2.    Effect of Termination.    Except as expressly provided in this Agreement and notwithstanding the terms of Section 9.2 of the Acquisition Agreement, as a result of the termination of the Acquisition Agreement pursuant hereto the Acquisition Agreement shall become void and be of no further force or effect, and there shall be no liability under the Acquisition Agreement on the part of any Party or any of their respective affiliates, subsidiaries, directors, officers, stockholders, employees, agents, financial and legal advisors and other representatives, and all rights and obligations of each Party thereunder shall cease, including without limitation the rights and obligations as set forth in Section 9.3 of the Acquisition Agreement and any liability for the willful or intentional breach of any representations, warranties, covenants or agreements contained therein. Notwithstanding the foregoing, Section 7.10 of the Acquisition Agreement, concerning the Parties' expenses, and the Confidentiality Agreement (as defined in Section 6 hereof), shall remain in full force and effect after the date hereof.

        3.    Termination of the Offer.    Effective immediately upon the execution of this Agreement the Offer is hereby terminated by Parent and the Company, and as soon as reasonably possible following the execution of this Agreement, the Parties shall jointly issue a press release in substantially the form

attached hereto as Exhibit A, to announce the termination of the Offer and the Acquisition Agreement.

        4.    Acknowledgement of Termination of Stockholder Agreements.    Parent, Merger Sub and the Company each acknowledge that, by virtue of the termination of the Acquisition Agreement pursuant to Section 1 hereof and the termination of the Offer pursuant to Section 3 hereof, each of the stockholder agreements dated as of July 31, 2001, between Parent and the Company's directors and executive officers and several entities affiliated with TA Associates, Inc. and St. Paul Venture Capital, Inc. (the "Stockholder Agreements"), is simultaneously terminated in accordance with its terms, and no obligations, rights, responsibilities or other encumbrances or restrictions of any kind shall result or arise therefrom.

        5.    Mutual Release; Covenant Not to Sue.    Each Party, on behalf of itself and, to the extent permitted by law, its affiliates, subsidiaries, directors, officers, stockholders, employees, agents, financial and legal advisors and other representatives, and the successors and assigns of each of them (each, a "Releasing Party"), hereby releases each other Party and each of such other Party's affiliates, subsidiaries directors, officers, stockholders, employees, agents, financial and legal advisors and other representatives, and the successors and assigns of each of them, from any and all liabilities and obligations, claims, causes of action and suits, at law or in equity, whether now known or unknown, whether arising under any United States federal, state or local or any foreign law or otherwise, that any Releasing Party has, has had or may have in the future arising out of, relating to, or in connection with the Acquisition Agreement, the Stockholder Agreements and the transactions contemplated thereby, including without limitation any liability or obligation set forth in Section 9.3 of the Acquisition Agreement and any liability or obligation arising out of any breach or alleged breach of any representation, warranty, covenant or agreement contained in the Acquisition Agreement, and agrees to not bring any lawsuits, file any charges, complaints or notices, or make any other demands against any other Party relating to any of the foregoing; provided, however, that nothing in this Section 5 shall impair the survival in full force of the terms of the Confidentiality Agreement.

        6.    Survival of Confidentiality Agreement.    Notwithstanding anything contained in this Agreement to the contrary, the provisions of the Confidentiality Agreement, dated as of July 10, 2001, between Parent and the Company (the "Confidentiality Agreement"), shall survive and remain in full force and effect in accordance with its terms. By April 15, 2002, pursuant to the Confidentiality Agreement, Parent agrees to: (a) destroy or cause the destruction of all electronic or machine readable copies of the Evaluation Material (as defined in the Confidentiality Agreement) in the possession of Parent or its Representatives (as defined in the Confidentiality Agreement); and (b) either (i) deliver to the Company all originals and copies of the Evaluation Material in the possession of Parent or its Representatives or (ii) destroy all originals and copies of Evaluation Material in the possession of Parent or its Representatives. By April 15, 2002, Parent agrees to provide a written certification, executed by an executive officer of Parent, certifying that Parent and its Representatives have returned or destroyed all Evaluation Material in their possession.

        7.    Miscellaneous.

        (a)    Entire Agreement.    This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes any previous agreements and understandings between the Parties with respect to such matters; provided, however, that nothing in this Section 7(a) shall impair the survival in full force of the terms of the Confidentiality Agreement.

        (b)    Governing Law.    This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to the conflict of laws rules thereof.

        (c)    Waiver of Jury Trial.    Each of Parent, the Company and Merger Sub hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent,

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the Company or Merger Sub in the negotiation, administration, performance and enforcement of this Agreement or the Acquisition Agreement.

        (d)    Specific Performance.    The Parties agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

        (e)    Successors and Assigns.    This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns and except as provided herein, no third party will have any right, obligation or benefit hereunder.

        (f)    Definitions.    Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Acquisition Agreement.

        (g)    Counterparts.    This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same Agreement.

[SIGNATURE PAGE FOLLOWS.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first written above.

ZEBRA TECHNOLOGIES CORPORATION
By:	/s/  JOHN H. KINDSVATER
Name:	John H. Kindsvater
Title	Senior Vice President
RUSHMORE ACQUISITION CORP.
By:	/s/  JOHN H. KINDSVATER
Name:	John H. Kindsvater
Title	President
FARGO ELECTRONICS, INC.
By:	/s/  GARY R. HOLLAND
Name:	Gary R. Holland
Title	President & CEO

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