SC TO-T/A 1 y53860tscto-ta.txt SC TO-T/A --------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMENDMENT NO. 1 RSTAR CORPORATION (Name of Subject Company (Issuer)) RSTAR CORPORATION (Issuer) GILAT SATELLITE NETWORKS LTD. (Affiliate of Issuer) (Names of Filing Persons (identifying status as offeror, issuer or other person) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 74973F 104 (CUSIP Number of Class of Securities) Gilat Satellite Networks Inc. 1651 Old Meadow Road McLean, Virginia 22102 (703) 734-9401 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Steven G. Tepper, Esq. Jonathan Klein, Esq. Arnold & Porter Piper Marbury Rudnick & Wolfe LLP 399 Park Avenue 1251 Avenue of the Americas New York, New York 10022 New York, New York 10020 Tel: (212) 715-1140 Tel: (212) 835-6000 Fax: (212) 715-1399 Fax: (212) 835-6001 [ ] 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. ---------- [X] 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: [ ] This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission ("SEC") on February 14, 2002, relating to the exchange offer (the "Exchange Offer") by rStar Corporation, a Delaware corporation ("rStar"), and Gilat Satellite Networks Ltd., an Israeli corporation and a majority stockholder of rStar ("Gilat," and together with rStar, the "Offer"), to exchange up to 6,315,789 shares of rStar common stock, par value $0.01 per share (the "Shares"), for 0.0738 of a Gilat ordinary share and cash consideration in an amount between $0.32 and $1.58, per share, less any required withholding taxes, net to the seller, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Exchange/Prospectus and related Letter of Transmittal filed as Exhibits (a)(4) and (a)(1)(A), respectively, to the Schedule TO. The exact amount of the cash consideration will be calculated pursuant to a formula described in the Offer to Exchange/Prospectus, which is based upon the average closing price for the Gilat ordinary shares over a period of time ending before the expiration of the exchange offer. This Amendment No. 1 to the Schedule TO is being filed on behalf of rStar and Gilat. All of the information set forth in the Offer to Exchange/Prospectus and related Letter of Transmittal, each as may be amended from time to time, and any prospectus supplement or other supplement thereto related to the Exchange Offer and filed with the Securities & Exchange Commission by Gilat and/or rStar, is hereby incorporated by reference in answer to Items 1 through 11 of the Schedule TO, and is supplemented by the information specifically provided herein. The sole purpose of this Amendment No. 1 is to supplement the exhibits to the Schedule TO previously filed by adding Exhibit (a)(1)(I). Exhibit (a)(1)(I) is a joint press release issued by Gilat and rStar on February 19, 2002 explaining that the Exchange Offer has not yet commenced but will commence as soon as the necessary disclosure documents have been prepared and the SEC has completed its review of the filed materials. 4 ITEM 12. EXHIBITS (a)(1)(A) Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(B) Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(C) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(D) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(E) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(F) Joint Press Release issued by Gilat and rStar on April 25, 2001 (incorporated by reference to Form 425 filed by rStar on April 25, 2001). (a)(1)(G) Joint Press Release issued by Gilat and rStar on September 10, 2001 (incorporated by reference to Form 425 filed by rStar on September 10, 2001). (a)(1)(H) Joint Press Release issued by Gilat and rStar on January 2, 2002 (incorporated by reference to Form 425 filed by rStar on January 2, 2002). (a)(1)(I) Joint Press Release issued by Gilat and rStar on February 19, 2002. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Offer to Exchange/Prospectus (incorporated by reference to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(5) Annual Report of Gilat on Form 20-F/A for the fiscal year ended December 31, 2000.* (b) Not applicable. (d.1) Second Amended and Restated Acquisition Agreement, dated December 31, 2001, by and among rStar, Gilat, and Gilat to Home Latin America (Holland) N.V. (incorporated by reference to Exhibit 2.1 to the Gilat Form F-4 (333-71422) filed on January 15, 2002). (d.2) Voting Agreement, dated April 23, 2001, among (i) The Mortensen 2000 Family Resource Trust, The Mortensen Charitable Trust, CAVCO of North Florida, Inc., The Arnouse Charitable Trust and Michael Arnouse, (ii) rStar, and (iii) Gilat and Gilat Satellite Networks (Holland) B.V.* (g) Not applicable. (h) Not applicable. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. (a) Not applicable. ------------------- * Previously filed. 5 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. rSTAR CORPORATION Date: February 19, 2002 By: /s/ Lance Mortensen ----------------------- -------------------------------- Name: Lance Mortensen Title: Chief Executive Officer GILAT SATELLITE NETWORKS LTD. Date: February 19, 2002 By: /s/ Yoav Leibovitch ----------------------- -------------------------------- Name: Yoav Leibovitch Title: Vice President, Finance and Administration and Chief Financial Officer 6 INDEX OF EXHIBITS ----------------- Exhibit No. Description ----------- ----------- (a)(1)(A) Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Gilat Form F-4 (333-71422) filed on February 14 2002). (a)(1)(B) Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(C) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(D) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(E) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(1)(F) Joint Press Release issued by Gilat and rStar on April 25, 2001 (incorporated by reference to Form 425 filed by rStar on April 25, 2001). (a)(1)(G) Joint Press Release issued by Gilat and rStar on September 10, 2001 (incorporated by reference to Form 425 filed by rStar on September 10, 2001). (a)(1)(H) Joint Press Release issued by Gilat and rStar on January 2, 2002 (incorporated by reference to Form 425 filed by rStar on January 2, 2002). (a)(1)(I) Joint Press Release issued by Gilat and rStar on February 19, 2002. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Offer to Exchange/Prospectus (incorporated by reference to the Gilat Form F-4 (333-71422) filed on February 14, 2002). (a)(5) Annual Report of Gilat on Form 20-F/A for the fiscal year ended December 31, 2000.* (b) Not applicable. (d.1) Second Amended and Restated Acquisition Agreement, dated December 31, 2001, by and among rStar, Gilat, and Gilat to Home Latin America (Holland) N.V. (incorporated by reference to Exhibit 2.1 to the Gilat Form F-4 (333-71422) filed on January 15, 2002). (d.2) Voting Agreement, dated April 23, 2001, among (i) The Mortensen 2000 Family Resource Trust, The Mortensen Charitable Trust, CAVCO of North Florida, Inc., The Arnouse Charitable Trust and Michael Arnouse, (ii) rStar, and (iii) Gilat and Gilat Satellite Networks (Holland) B.V.* (g) Not applicable. (h) Not applicable. ------------------- * Previously filed. 7