-----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, RG0XKuvheNpEUPs/Yc8Izbdxoe2wFJ8aNYewAtszd05yYVk2Yk7qq6pwPo+H4i4l LtlXv7d9N+sAfJrO1khXwQ== 0001157523-02-000528.txt : 20020619 0001157523-02-000528.hdr.sgml : 20020619 20020619091203 ACCESSION NUMBER: 0001157523-02-000528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020614 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAISYTEK INTERNATIONAL CORPORATION /DE/ CENTRAL INDEX KEY: 0000887403 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 752421746 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25400 FILM NUMBER: 02681887 BUSINESS ADDRESS: STREET 1: 1025 CENTRAL EXPRESSWAY SOUTH STE 200 CITY: ALLEN STATE: TX ZIP: 75013 BUSINESS PHONE: 9728814700 MAIL ADDRESS: STREET 1: 1025 CENTRAL EXPRESSWAY SOUTH STE 200 CITY: ALLEN STATE: TX ZIP: 75013 8-K 1 a4197806.txt DAISYTEK INTERNATIONAL CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 14, 2002 Daisytek International Corporation (Exact Name of Registrant as Specified in Charter) Delaware 0-25400 75-2421746 ----------------- --------------- ------------------ (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1025 Central Expressway South, Suite 200 Allen, Texas 75013 (Address of Principal Executive Offices, including zip code) (972) 881-4700 (Registrant's Telephone Number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) 1 ITEM 5. OTHER EVENTS On June 14, 2002, Daisytek International Corporation ("Daisytek") issued a press release, filed herewith as Exhibit 99.1, to announce that it had received acceptances from shareholders or acquired shares in open-market purchases representing 85.3% of the ordinary share capital of ISA International plc ("ISA") and that all conditions to the offer for all of the ordinary shares of ISA had either been satisfied or waived. Daisytek had previously announced on May 24, 2002 that it had mailed a recommended offer to ISA shareholders on May 23, 2002. Payment of the consideration due to shareholders who have accepted the offer will be made no later than June 27, 2002. The cash offer for ISA ordinary shares will remain open indefinitely until share acceptances and purchases represent more than 90% of the ordinary share capital of ISA. The alternative offer to receive Daisytek common shares instead of cash will expire at the close of trading in the U.K. on June 27. The announcement included as Exhibit 99.1 does not contain the full text of the announcement released in the U.K. A copy of the announcement released in the U.K. is included herewith as Exhibit 99.2. On June 17, 2002, Daisytek issued a press release, filed herewith as Exhibit 99.3, to announce that three Daisytek executives had been appointed as directors of ISA. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired Not applicable (b) Pro forma financial information Not applicable (c) Exhibits 99.1 Press Release dated June 14, 2002. 99.2 U.K. Announcement dated June 14, 2002. 99.3 Press Release dated June 17, 2002. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DAISYTEK INTERNATIONAL CORPORATION By: /s/ RALPH MITCHELL ----------------------------------------- Ralph Mitchell Chief Financial Officer, Executive Vice President - Finance Dated: June 19, 2002 3 Index to Exhibits Exhibit Number Description - ------ ----------- 99.1 Press Release dated June 14, 2002. 99.2 U.K. Announcement dated June 14, 2002. 99.3 Press Release dated June 17, 2002. 4 EX-99 3 a4197806-991.txt EXHIBIT 99.1 Contacts: Jim Powell Craig McDaniel, APR President and CEO Michael A. Burns & Associates Daisytek International (214) 521-8596 or (214) 616-7186 mobile (972) 881-4700 cmcdaniel@mbapr.com Daisytek Announces Control 85.3% of ISA Ordinary Shares First Closing of Deal for European Computer Supplies Distributor Set for June 27 ALLEN, Texas (June 14, 2002) - Daisytek International Corporation (Nasdaq: DZTK) has received acceptances from shareholders or acquired shares in open-market purchases representing 85.3% of the ordinary share capital of ISA International plc (London AIM: ISA.L). All conditions to the offer for all the ordinary shares of ISA have been either satisfied or waived. Payment of the consideration due to shareholders who have accepted the offer will be made no later than June 27. The cash offer for ISA ordinary shares will remain open indefinitely until share acceptances and purchases represent more than 90% of the ordinary share capital of ISA. The alternative offer to receive Daisytek common shares instead of cash will expire at the close of trading in the U.K. on June 27. "We appreciate the response shareholders have given our offer to bring ISA into the Daisytek family, making us a truly worldwide distributor. We look forward to working with ISA CEO Bruce Robinson and his team as we join forces to better serve our customers and provide value to our shareholders," said Jim Powell, Daisytek president and CEO. Acceptances from shareholders owning 30.9 million ISA ordinary shares (52.6% of ISA ordinary share capital) have selected the cash offer, representing cash consideration of approximately 2.3 million pounds sterling (approximately $3.4 million). Acceptances from shareholders owning 14.6 million ISA ordinary shares (24.8%) have selected the share alternative, representing share consideration of approximately 133,100 Daisytek common shares. Daisytek acquired 4.7 million ISA ordinary shares in open-market purchases, representing cash consideration of 351,000 pounds sterling (approximately $500,000). On May 7 Daisytek announced a cash offer of 7.5 pence (approximately $0.11) in cash for each ISA ordinary share, which valued the issued ordinary share capital of ISA at approximately 4.4 million pounds sterling (approximately $6.4 million). Alternatively, ISA shareholders were also offered .914 shares in unregistered Daisytek common stock for every 100 ISA ordinary shares for acceptances selecting the share alternative. The ISA acquisition provides Daisytek - a $1.2 billion distributor of computer and office supplies and provider of marketing and demand-generation services - with a proven business model with which to expand into Europe. The two industry leaders combine Daisytek's logistical expertise, financial resources and global infrastructure with ISA's pan-European reach, customer relationships and local knowledge. ISA, with annual revenues of 361 million pounds sterling (approximately $510 million) for calendar year 2001, is based in Bradford, England, and operates in the United Kingdom, Ireland, Germany, France, Italy, Norway and Sweden. ISA indirectly owns 47% of Kingfield Heath Limited, a privately owned U.K. wholesaler of office products, which itself generates additional revenues of 200 million pounds sterling (approximately $290 million). As a result of this transaction Daisytek expects revenue for the current year to be between $1.8 billion and $1.9 billion. About Daisytek Daisytek is a leading distributor of computer and office supplies and professional tape products, in addition to providing marketing and demand-generation services. Daisytek sells its products and services in the United States, Canada, Australia, Mexico and South America. Daisytek distributes more than 20,000 nationally known, name-brand computer and office supplies products and over 2,800 professional tape products from numerous manufacturers. Daisytek is headquartered near Dallas. This news release and more information about Daisytek are available at www.daisytek.com. The company's annual report is at www.dztkannualreport.com. These Web sites are not part of this release. Daisytek is a registered trademark of Daisytek, Incorporated. All rights reserved. # # # The offer is being made in compliance with the U.K. City Code on Takeover and Mergers. The offer is being made in the United States pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the Exchange Act and pursuant to an exemption from the registration requirements of the Securities Act of 1933 provided by Rule 802 thereunder. This announcement does not contain the full text of the announcement by Daisytek of its intention to make an offer for ISA International plc, which was released in the U.K. on May 7. Copies of the announcement are available from Daisytek's investor relations department. Furthermore, any person who owns or controls, or who would as a result of any transaction own or control 1 percent or more of any class of relevant securities of Daisytek or ISA is directed to the announcement by Daisytek on April 17, 2002, regarding the requirement for them to notify the London Stock Exchange and Takeover Panel of any dealings in Daisytek or ISA shares, on a required form, the day following any such dealing. The matters discussed in this news release contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts, but rather reflect our current expectations concerning future results and events. Forward-looking statements relating to such matters as our financial condition and operations, including forecasted information, are based on our management's current intent, belief or expectations regarding our industry or us. These forward-looking statements including forecasts are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. In addition, some forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. Certain factors, including but not limited to, general economic conditions, industry trends, the loss of key suppliers or customers, the loss or material decline in service of strategic product shipping relationships, customer demand, product availability, competition (including pricing and availability), risks inherent in acquiring, integrating and operating new businesses and investments, concentrations of credit risk, distribution efficiencies, capacity constraints, technological difficulties, exchange rate fluctuations, currency devaluations and the regulatory and trade environment (both domestic and foreign) could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. There may be additional risks that we do not currently view as material or that are not presently known. Other factors that could affect Daisytek are set forth in Daisytek's 10-K for the fiscal year ended March 31, 2001. EX-99 4 a4197806-992.txt EXHIBIT 99.2 14/06/02: DAISYTEK OFFER UPDATE. ISA INTERNATIONAL PLC ("ISA" OR THE "COMPANY") NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR JAPAN RECOMMENDED OFFER ("OFFER") BY ROBERT W. BAIRD LIMITED ("BAIRD") ON BEHALF OF DAISYTEK UK LIMITED ("DAISYTEK UK"), A WHOLLY-OWNED SUBSIDIARY OF DAISYTEK INTERNATIONAL CORPORATION ("DAISYTEK"), TO ACQUIRE ALL THE ISSUED ORDINARY SHARE CAPITAL OF ISA OFFER DECLARED WHOLLY UNCONDITIONAL CANCELLATION OF ADMISSION OF ISA ORDINARY SHARES TO AIM NOTICE OF CLOSING OF THE RESTRICTED SHARE OFFER POTENTIAL IMPLICATIONS OF THE PROPOSED REFINANCING OF ISA BOARD CHANGES 1. Result of Offer On 7 May 2002, Daisytek UK announced the terms of a recommended Offer to acquire all of the issued and to be issued ordinary share capital of ISA. The Board of Daisytek UK is pleased to announce that the Offer has been declared unconditional in all respects, all conditions having been satisfied or waived. 2. Acceptance level and Daisytek's holding of ISA Ordinary Shares Daisytek UK announces that as at 3.00 p.m. on 13 June 2002, the first closing date of the Offer, valid acceptances under the Offer had been received in respect of 45,506,436 ISA Ordinary Shares, representing approximately 77.4 per cent. of the issued ordinary share capital of ISA. These include acceptances in respect of 33,226,866 ISA Ordinary Shares (representing approximately 56.5 per cent. of the existing issued ordinary share capital of ISA) which were the subject of irrevocable undertakings to accept the Offer. Valid acceptances for the Cash Offer have been received in respect of 30,944,139 ISA Ordinary Shares, representing approximately 52.6 per cent. of the issued ordinary share capital of ISA. Valid acceptances for the Restricted Share Offer have been received in respect of 14,562,297 ISA Ordinary Shares, representing approximately 24.8 per cent. of the issued ordinary share capital of ISA. In addition, Daisytek UK has acquired a total of 4,658,438 ISA Ordinary Shares through market purchases of which 4,651,748 ISA Ordinary Shares representing approximately 7.9 per cent. of the existing issued ordinary share capital of ISA are now registered in the name of Daisytek UK. 1 Accordingly, as at 3.00 p.m. on 13 June 2002, Daisytek UK owned legally and beneficially or had received valid acceptances in respect of 50,158,184 ISA Ordinary Shares, representing approximately 85.3 per cent. of the ISA Ordinary Shares to which the Offer relates. Settlement of the consideration due to accepting ISA Shareholders will be dispatched by no later than 27 June 2002 in respect of ISA Ordinary Shares for which valid acceptances of the Offer were received on or before 3.00 p.m. on 13 June 2002. Settlement of consideration in respect of acceptances received after 13 June 2002 will be dispatched within 14 days after the receipt of further acceptances which are valid in all respects. As at the close of business on 22 May 2002, the latest practicable date prior to the posting of the offer document dated 23 May 2002 (the "Offer Document"), persons acting in concert with Daisytek UK owned 252,450 ISA Ordinary Shares. Save as stated in this announcement and as disclosed in the Offer Document, neither Daisytek UK, nor any person acting or deemed to be acting in concert with Daisytek UK for the purpose of the Offer held any ISA Ordinary Shares (or rights over such shares) prior to the commencement of the Offer Period and none of the above have acquired or agreed to acquire any such ISA Ordinary Shares (or rights over such shares) since such date. No acceptances have been received from any persons acting or deemed to be acting in concert with Daisytek UK for the purpose of the Offer. 3. Cancellation of ISA's admission to trading on AIM As stated in the Offer Document, it is Daisytek UK's intention to procure that ISA applies to the London Stock Exchange for cancellation of the admission of ISA Ordinary Shares to trading on the Alternative Investment Market. It is anticipated that the cancellation will take effect on 12 July 2002, being the date 20 business days from the date of this announcement. 4. Expiry of the Restricted Share Offer The Restricted Share Offer will remain open until 3.00 p.m. on 27 June 2002 and will then be closed without further notice. ISA Shareholders wishing to elect for the Restricted Share Offer therefore need to ensure their acceptances are received prior to this time. 5. Implications of the proposed refinancing of ISA In the event that Daisytek UK does not receive acceptances which together with the ISA Ordinary Shares owned by Daisytek UK exceed 90 per cent. of the ISA Ordinary Shares to which the Offer relates, Daisytek UK intends to proceed to refinance ISA by subscribing (subject to shareholder clawback) for a share issue at a price not to exceed one pence per ISA Ordinary Share. The share issue, if made, will be highly dilutive to the remaining ISA Shareholders who do not take up their rights. 2 6. Closing of the Offer The Cash Offer will remain open until further notice. Once acceptances under the Offer and ISA Ordinary Shares otherwise owned legally and beneficially by Daisytek UK represent more than 90 per cent. of the ISA Ordinary Shares to which the Offer relates, Daisytek UK intends to give notice at that time of its intention to close the Cash Offer. Daisytek UK will give at least 14 days notice in writing, before the Offer is closed, to those shareholders who have not accepted ISA Shareholders who have not yet accepted the Offer and who wish to do so should dispatch their Form of Acceptance as soon as possible. The procedure for acceptance of the Offer is set out on pages 22 to 24 of the Offer Document and on the Form of Acceptance. 7. Board Changes Daisytek UK is appointing, with effect from 14 June 2002, the following individuals to the Board of ISA: James R. Powell Director, President and Chief Executive Officer of Daisytek and a director of Daisytek UK John D. Kearney Director and Executive Vice President, Corporate Development of Daisytek and a director of Daisytek UK Ralph Mitchell Executive Vice President, Finance and Chief Financial Officer of Daisytek Separate announcements will be made regarding these appointments. Enquiries: Baird +44 (0) 20 7488 1212 Nicholas Sealy David Silver The Daisytek Directors and the directors of Daisytek UK accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Daisytek Directors and the directors of Daisytek UK (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Terms defined in the Offer Document dated 23 May 2002 shall have the same meanings in this announcement unless the context otherwise requires. Baird, which is regulated in the UK by the Financial Services Authority, is acting exclusively for Daisytek and Daisytek UK and no one else in connection with the Offer and will not be responsible to anyone other than Daisytek and Daisytek UK for providing the protections afforded to customers of Baird nor for providing advice in relation to the Offer or any other matter referred to in this announcement. 3 The availability of the Offer to persons outside of the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. The Offer is not being made, directly or indirectly, in or into or by use of the mail or by any means or instrumentality (including, without limitation, telephonically or electronically) of inter-state or foreign commerce of or any facilities of a national securities exchange of Canada, Australia or Japan. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any related documents are not being, and must not be mailed or otherwise distributed or sent in or into or from Canada, Australia or Japan and doing so may invalidate any purported acceptance of the Offer. US shareholders of ISA should note that the Offer is made for the securities of a non-US company. The Offer is subject to the disclosure requirements of a country that are different from those of the United States. The financial information relating to ISA included in the Offer Document was prepared in accordance with accounting standards that may not be comparable to the financial statements of US companies. US shareholders of ISA should be aware that Daisytek UK may purchase shares in ISA otherwise than under the Offer, such as in the open market or through privately negotiated purchases. The shares of New Daisytek Restricted Common Stock offered in connection with the Offer have not been registered under the United States Securities Act, or any applicable United States state securities or foreign securities laws and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws and upon delivery to Daisytek of a legal opinion that registration is not required, and the shares of New Daisytek Restricted Common Stock offered in connection with the Offer will bear a legend to that effect. The Offer is being made in reliance upon an exemption from registration under Rule 802 of the Securities Act. ISA Shareholders who accept the Restricted Share Offer should be aware that they may be required to bear the financial risks of their investment in shares of New Daisytek Restricted Common Stock for an indefinite period of time. The shares of New Daisytek Restricted Common Stock offered in connection with the Offer have not been recommended or approved by the United States Securities and Exchange Commission or any other United States federal or state or foreign securities commission or regulatory authority. Furthermore, the foregoing authorities have not passed upon the accuracy or determined the adequacy of the Offer Document or this announcement. Any representation to the contrary is a criminal offence. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities. 4 This announcement, which is the sole responsibility of Daisytek and Daisytek UK, has been approved by Baird solely for the purposes of section 21 of the Financial Services and Markets Act 2000. If you are in any doubt about the Offer or the action that you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. END 5 EX-99 5 a4197806-993.txt EXHIBIT 99.3 Daisytek Assumes Control of ISA Board of Directors; Company Executives Join Board as Acquisition Progresses ALLEN, Texas--(BUSINESS WIRE)--June 17, 2002--Three executives at Daisytek International Corporation (Nasdaq:DZTK) were appointed Friday as directors of ISA International plc (London AIM:ISA), a pan-European computer supplies distributor being acquired by Daisytek. New ISA directors are: Jim Powell, Daisytek director, president and chief executive officer; Jack Kearney, director and executive vice president, corporate development; and Ralph Mitchell, executive vice president, finance and chief financial officer. Hans Fristedt, a non-executive director of ISA since 1998, resigned from the board. Bruce Robinson, ISA's chief executive officer, and Mike Murphy, the chief financial officer, remain on the five-member board. The changes are in conjunction with Daisytek's announced offer for all of ISA's ordinary shares. Daisytek has received acceptances from shareholders or acquired shares in open-market purchases representing 85.3% of the ordinary share capital of ISA as of Thursday. About Daisytek Daisytek is a leading distributor of computer and office supplies and professional tape products, in addition to providing marketing and demand-generation services. Daisytek sells its products and services in the United States, Europe, Canada, Australia, Mexico and South America. Daisytek distributes more than 20,000 nationally known, name-brand computer and office supplies products and over 2,800 professional tape products from numerous manufacturers. Daisytek is headquartered near Dallas. This news release and more information about Daisytek are available at www.daisytek.com. The company's annual report is at www.dztkannualreport.com. These Web sites are not part of this release. Daisytek is a registered trademark of Daisytek, Incorporated. All rights reserved. The offer is being made in compliance with the U.K. City Code on Takeover and Mergers. The offer is being made in the United States pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the Exchange Act and pursuant to an exemption from the registration requirements of the Securities Act of 1933 provided by Rule 802 thereunder. The matters discussed in this news release contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts, but rather reflect our current expectations concerning future results and events. Forward-looking statements relating to such matters as our financial condition and operations, including forecasted information, are based on our management's current intent, belief or expectations regarding our industry or us. These forward-looking statements including forecasts are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. In addition, some forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. Certain factors, including but not limited to, general economic conditions, industry trends, the loss of key suppliers or customers, the loss or material decline in service of strategic product shipping relationships, customer demand, product availability, competition (including pricing and availability), risks inherent in acquiring, integrating and operating new businesses and investments, concentrations of credit risk, distribution efficiencies, capacity constraints, technological difficulties, exchange rate fluctuations, currency devaluations and the regulatory and trade environment (both domestic and foreign) could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. There may be additional risks that we do not currently view as material or that are not presently known. Other factors that could affect Daisytek are set forth in Daisytek's 10-K for the fiscal year ended March 31, 2001. CONTACT: Daisytek International Jim Powell, 972/881-4700 or Michael A. Burns & Associates Craig McDaniel, 214/521-8596 Mobile: 214/616-7186 cmcdaniel@mbapr.com -----END PRIVACY-ENHANCED MESSAGE-----