-----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, S6xMdH8yTezKKmLPzukNFlBG9Y/uYBqzpCTyyyq4rLRF/pTY1mGELPrwC0DJpceA YsavDd4CW7pZVwH9eiK3sg== 0000950149-99-001235.txt : 19990705 0000950149-99-001235.hdr.sgml : 19990705 ACCESSION NUMBER: 0000950149-99-001235 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIALOGIC CORP CENTRAL INDEX KEY: 0000899042 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 222476114 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43745 FILM NUMBER: 99659044 BUSINESS ADDRESS: STREET 1: 1515 US RTE 10 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9739933000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RN6-27 CITY: SANTA CLARA STATE: CA ZIP: 95052-8119 SC 14D1/A 1 AMENDMENT NO.2 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 DIALOGIC CORPORATION (NAME OF SUBJECT COMPANY) INTEL CORPORATION INTEL LMH ACQUISITION CORPORATION (BIDDERS) COMMON STOCK, NO PAR VALUE (TITLE OF CLASS OF SECURITIES) 25249910-8 (CUSIP NUMBER OF CLASS OF SECURITIES) F. THOMAS DUNLAP, JR. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BOULEVARD SANTA CLARA, CALIFORNIA 95052 408-765-1125 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPIES TO: KENNETH R. LAMB GREGORY J. CONKLIN GIBSON, DUNN & CRUTCHER LLP ONE MONTGOMERY STREET TELESIS TOWER SAN FRANCISCO, CA 94104 (415) 393-8200 ================================================================================ 2 INTRODUCTION This Amendment No. 2 dated July 2, 1999 to Tender Offer Statement on Schedule 14D-1 dated June 7, 1999 (the "Schedule 14D-1") relates to the offer by Intel LMH Acquisition Corporation, a New Jersey corporation, and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"), to purchase all outstanding shares of common stock, no par value of Dialogic Corporation, a New Jersey corporation (the "Company"), at a price of $44 per Share, net to the tendering shareholder in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 7, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"). Capitalized terms used but not defined herein shall have the meanings given such terms in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION Item 10 is hereby amended and supplemented by the addition of the following information thereto: A copy of Intel and the Company's press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for federal antitrust review of the Offer expired at 11:59 p.m., Washington, D.C. time, on Thursday, July 1, 1999, is filed as Exhibit (a)(9) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented by the addition of the following exhibit: (a)(9) Press Release dated July 2, 1999, issued by Intel and the Company. 3 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. Dated: July 2, 1999 INTEL LMH ACQUISITION CORPORATION By: /s/ CARY KLAFTER ------------------------------------ Cary Klafter Vice President and Secretary 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. Dated: July 2, 1999 INTEL CORPORATION By: /s/ F. THOMAS DUNLAP, JR. ------------------------------------ F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary 4 EXHIBIT INDEX
Exhibit EXHIBIT INDEX ------- ------------- (a)(9) Press release dated July 2, 1999, issued by Intel and the Company.
EX-99.(A)(9) 2 PRESS RELEASE DATED JULY 2, 1999 1 EXHIBIT (a)(9) CONTACT: Michael Sullivan Intel Press Relations (408) 765-1310 michael.sullivan@intel.com Lisa Ansilio Intel Investor Relations (408) 765-1910 lisa.ansilio@intel.com Tom Amato Dialogic Investor Relations (973) 993-3000 ext. 6813 T.Amato@dialogic.com INTEL AND DIALOGIC MERGER RECEIVES REGULATORY CLEARANCE SANTA CLARA, Calf., and PARSIPPANY, N.J., July 2, 1999 -- Dialogic Corporation (NASDAQ: DLGC) and Intel Corporation today announced that the waiting period for federal antitrust review of Intel's proposed acquisition of Dialogic expired at 11:59 p.m. on Thursday, July 1,1999. As a result of the expiration, the parties have clearance from federal antitrust agencies to complete the acquisition. No additional regulatory clearances are needed. As previously announced, Intel on June 7 commenced a tender offer for the purchase of all the outstanding shares of common stock of Dialogic Corporation at a price of $44.00 net per share in cash. The offer and withdrawal rights will expire at midnight, New York City time on Friday, July 2, 1999, unless Intel Corporation elects to extend the offer subject to the terms of its agreement with Dialogic. D.F. King & Co. is acting as information agent for the offer and may be contacted toll free at (800) 758-5378 or collect at (212) 425-1685. Dialogic Corporation (OTC:DLGC) was founded in 1983 and has 1,200 employees worldwide. The company is the leading supplier of a variety of award winning computer telephony products used by OEMs, application developers and communication service providers. The company had 1998 revenues of $294 million and has grown at an average compound annual growth rate of 25 percent in the past five years. Headquartered in Parsippany, New Jersey, Dialogic also has design teams in New Zealand, Israel, Boston, and Santa Clara, along with sales offices in 13 countries worldwide. For information on the company and its products, visit its site on the World Wide Web at http://www.dialogic com. -----END PRIVACY-ENHANCED MESSAGE-----