SECURITIES AND EXCHANGE COMMISSION,
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
(Amendment No. 5)
DIGITAL IMPACT, INC.
DII ACQUISITION CORP.
COMMON STOCK, PAR VALUE $0.001 PER SHARE
25385G 10 6
Vinod Gupta
Copies to:
Steven J. Tonsfeldt
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$74,600,864
|
$8,781 | |
* | For purposes of calculating the amount of filing fee only. Based on the offer to purchase approximately 37,300,432 shares of Common Stock, par value $0.001 per share, of Digital Impact, Inc. at a purchase price of $2.00 per share, net to the seller in cash, without interest. Such number represents the total of approximately 37,151,732 shares issued and outstanding as of February 28, 2005 (as reported in Digital Impact, Inc.s Solicitation/Recommendation Statement on Schedule 14D-9) but does not include 1,637,300 shares held by infoUSA, and approximately 1,786,000 shares issuable upon the exercise of stock options with an exercise price below the $2.00 purchase price in the offer outstanding as of March 31, 2004 (as reported in Digital Impact, Inc.s Annual Report on Form 10-K for the year ending March 31, 2004). |
** | The amount of the filing fee is calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, and equals 0.00011770 of the transaction valuation based on Fee Rate Advisory #6 for Fiscal Year 2005 issued by the Securities and Exchange Commission (the Commission) on December 9, 2004. |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | $8,781 | Filing Party: | DII Acquisition Corp. and infoUSA Inc. |
|||||||||
Form or Registration No.: | Schedule TO | Date Filed: | February 24, 2005 March 8, 2005 |
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:
þ | 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: o
This Amendment No. 5 (Amendment No. 5) to Tender Offer Statement on Schedule TO (this Schedule TO) is filed by infoUSA Inc., a Delaware corporation (infoUSA), and DII Acquisition Corp. (the Purchaser), a Delaware corporation and a wholly-owned subsidiary of infoUSA. This Amendment No. 5 relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, including the associated preferred stock purchase rights, when distributed (the Shares), of Digital Impact, Inc., a Delaware corporation (the Digital Impact), at $2.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 24, 2005 (the Offer to Purchase), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the Offer). The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
Item 11. Additional Information.
On March 23, 2005, infoUSA announced that it has extended the Expiration Date of the Offer until 5:00 p.m., New York City time, on April 13, 2005, unless further extended. As of the close of business on March 23, 2005, a total of 2,642,314 Shares had been tendered and not withdrawn from the Offer. The full text of the press release issued by infoUSA on March 23, 2005 is filed as Exhibit (a)(1)(K) and is incorporated herein by reference.
Item 12. Exhibits.
(a)(1)(K) Press Release issued by infoUSA dated March 23, 2005.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of March 24, 2005 that the information set forth in this statement is true, complete and correct.
DII ACQUISITION CORP. |
By: | /s/ Raj Das |
|
|
Name: Raj Das |
Title: | Chief Financial Officer |
INFOUSA INC. |
By: | /s/ Raj Das |
|
|
Name: Raj Das |
Title: | Chief Financial Officer |
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Exhibit Index
Exhibit No. | Description | |
(a)(1)(A)*
|
Offer to Purchase dated February 24, 2005. | |
(a)(1)(B)*
|
Form of Letter of Transmittal. | |
(a)(1)(C)*
|
Form of Notice of Guaranteed Delivery. | |
(a)(1)(D)*
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | |
(a)(1)(E)*
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. | |
(a)(1)(F)*
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(G)*
|
Press Release issued by infoUSA dated February 23, 2005. | |
(a)(1)(H)*
|
Summary Advertisement published February 24, 2005. | |
(a)(1)(I)**
|
Press Release issued by infoUSA dated March 8, 2005. | |
(a)(1)(J)***
|
Press Release issued by infoUSA dated March 15, 2005. | |
(a)(1)(K)
|
Press release issued by infoUSA dated March 23, 2005. | |
(b)*
|
Commitment Letter dated February 23, 2005. | |
(c)
|
Not applicable. | |
(d)
|
Not applicable. | |
(e)
|
Not applicable. | |
(f)
|
Not applicable. | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
* | Incorporated herein by reference to the Schedule TO filed by DII Acquisition Corp. and infoUSA Inc. on February 24, 2005. |
** | Incorporated herein by reference to Amendment No. 2 to the Schedule TO filed by DII Acquisition Corp. and infoUSA on March 8, 2005. |
*** | Incorporated herein by reference to Amendment No. 3 to the Schedule TO filed by DII Acquisition Corp. and infoUSA on March 15, 2005. |
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5711 S 86TH CIR PO BOX 27347 Omaha NE 68127-0347 Executive Office: (402) 596-8900 Fax (402) 592-4006 Internet: www.infoUSA.com |
FOR IMMEDIATE RELEASE
MARCH 23, 2005
infoUSA INC.
CONTACT:
VIN GUPTA CHAIRMAN & CHIEF EXECUTIVE OFFICER
Phone: (402) 596-8900 · Fax: (402) 339-0265
E-Mail: vin.gupta@infousa.com
RAJ DAS CHIEF FINANCIAL OFFICER
Phone: (402) 593-4517 · Fax: (402) 339-0265
E-Mail: raj.das@infousa.com
LAUREL GUPTA DIRECTOR, INVESTOR RELATIONS
Phone: (402) 593-4535 · Fax: (402) 339-0265
E-Mail: laurel.gupta@infousa.com
infoUSA EXTENDS TENDER OFFER
FOR DIGITAL IMPACT UNTIL APRIL 13, 2005
OMAHA, NE March 23, 2005 infoUSA Inc. (Nasdaq:IUSA) today announced that it has extended its $2.00 net per share offer for all of the outstanding shares of common stock, together with the associated preferred stock purchase rights, of Digital Impact, Inc. (Nasdaq:DIGI) until 5:00 p.m., New York City time, on April 13, 2005, unless further extended. The tender offer was originally scheduled to expire at 12:00 Midnight, New York City time, on March 23, 2005. As of the close of business on March 23, 2005, a total of 2,642,314 Digital Impact shares had been tendered and not withdrawn from infoUSAs tender offer.
Commenting on the extension of the offer, Vin Gupta, Chairman & Chief Executive Officer of infoUSA, said: We remain committed to completing a transaction with Digital Impact. The extension of the offer reflects this commitment. We noted with interest this week Digital Impacts disclosure that it has been engaged in preliminary discussions with one or more third parties regarding a possible business combination transaction. We commend the Digital Impact board of directors for moving forward with these discussions and in doing so taking seriously the interests of the Digital Impact stockholders. However, we are disappointed that it has taken this long for the board to begin this process and note that to date no substantive discussions have occurred between Digital Impact and infoUSAs representatives.
Mr. Gupta continued: As we have stated repeatedly in the past, the infoUSA management team stands ready to meet with representatives of Digital Impact to fully explore a possible acquisition and to negotiate the terms of such a transaction. We continue in our belief that infoUSA remains the most attractive potential acquirer of the Digital Impact business, given all of the readily apparent synergies with our Yesmail business. In addition, as the applicable Hart-Scott-Rodino
antitrust waiting period for a transaction between infoUSA and Digital Impact has expired, we believe that we remain the party that is in best position to complete an acquisition of Digital Impact in the shortest possible period, thus allowing the Digital Impact stockholders to reap the benefits of the acquisition on an expedited time table. A short period to closing should also help mitigate many of the customary transaction risks that burden transactions such as this. We remain confident that a transaction with infoUSA will allow the Digital Impact stockholders to maximize their share value in the minimum amount of time.
About infoUSA
infoUSA Inc. (www.infoUSA.com), founded in 1972, is the leading provider of business and consumer information products, database marketing services, data processing services and sales and marketing solutions. Content is the essential ingredient in every marketing program, and infoUSA has the most comprehensive data in the industry, and is the only company to own a proprietary database of 250 million consumers and 14 million businesses under one roof. The infoUSA database powers the directory services of the top Internet traffic-generating sites. Nearly 3 million customers use infoUSAs products and services to find new customers, grow their sales, and for other direct marketing, telemarketing, customer analysis and credit reference purposes. infoUSA headquarters are located at 5711 S. 86th Circle, Omaha, NE 68127 and can be contacted at (402) 593-4500.
Important Information Regarding the Tender Offer
Investors and security holders are urged to read the disclosure documents that have been filed with the Securities and Exchange Commission, including the tender offer statement, and that will be filed with the Securities and Exchange Commission, regarding the proposed infoUSA/Digital Impact transaction referenced in the foregoing information, because they contain important information. Investors and security holders may obtain a free copy of the disclosure documents (when they are available) and other documents filed by infoUSA with the SEC at the SECs website at www.sec.gov. In addition, documents filed with the SEC by infoUSA or DII Acquisition Corp. may be obtained free of charge from infoUSA by directing a request to infoUSA Inc., 5711 South 86th Circle, Omaha, Nebraska 68127, Attention: Chief Financial Officer.
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