UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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. 3)
PEC SOLUTIONS, INC.
NORTEL NETWORKS INC.
PS MERGER SUB, INC.
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
705107100
(CUSIP Number of Class Securities)
Nicholas J. DeRoma
Chief Legal Officer
8200 Dixie Road, Suite 100
Brampton, Ontario, Canada L6T 5P6
(905) 863-0000
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Donald Leo Toker, Jr.
Crowell & Moring LLP
1001 Pennsylvania Avenue, NW
Washington, DC 20004
(202) 624-2500
CALCULATION OF FILING FEE:
| Transaction valuation | Amount of filing fee | |
| $471,457,100* | $55,500** | |
| * | Estimated for purposes of calculating the amount of the filing fee only. This calculation is based upon (i) the purchase of 27,596,601 shares (the “Shares”) of common stock, par value $0.01 per share, of PEC Solutions, Inc., at a price per share of $15.50 in cash, and (ii) the cash payable with respect to 4,135,954 options with a weighted average exercise price of $4.93 per share. The cash payments made with respect to each of the options represents the difference between the exercise price of the option or warrant and $15.50. The number of Shares and options described in items (i) and (ii) represent all of the outstanding Shares and all options with an exercise price of less than $15.50 per share of PEC Solutions, Inc. as of April 25, 2005. | |||
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $117.70 per million value of the transaction. | |||
| 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. |
| Paid: | $55,500 | Filing Party: | Nortel Networks Inc. | |||
| Form or | Schedule TO | Date Filed: | May 3, 2005 | |||
| Registration No.: |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| 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. |
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2005, as amended, by PS Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Nortel Networks Inc., a Delaware corporation (“Parent”), and Parent, relating to the third-party tender offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of PEC Solutions, Inc., a Delaware corporation (the “Company”), at a purchase price of $15.50 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 May 3, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B) to the Statement, respectively (which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively constitute the “Offer”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.
Item 2. Subject Company Information.
Item 2 of the Schedule TO is hereby amended and supplemented as follows:
The fourth paragraph of Section 8 of the Offer to Purchase (“Certain Information Concerning the Company.”) is hereby amended and supplemented by deleting the same in its entirety and inserting in lieu thereof the following:
“Financial Projections.The Company does not, as a matter of course, make public any forecasts as to its future financial performance on an annual basis. However, in connection with our review of the transactions contemplated by the Merger Agreement, the Company provided us with projected financial information concerning the Company. In addition, the Company provided the same information to its own financial advisors. Such information included, among other things, projected amounts for 2005 as follows: revenues of $275 million, gross margin of $103 million, earnings before interest taxes, depreciation and amortization of $40 million and net income of $20 million. These projections should be read together with the financial statements of the Company that can be obtained from the SEC as described below.”
Item 3. Identity and Background of Filing Person.
Item 3 of the Schedule TO is hereby amended and supplemented as follows:
The information concerning set forth in Schedule I of the Offer to Purchase under Directors of NNC and NNL is hereby amended and supplemented by inserting before the last sentence of each of the last three paragraphs of that section, setting forth the respective principal occupations, five year employment history and citizenship of Guylaine Saucier, Sherwood Hubbard Smith, Jr. and Lynton Ronald Wilson, the following:
“The foregoing includes all material occupations, positions, offices or employment of this director during the past five years.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
Dated: May 23, 2005
| NORTEL NETWORKS INC. | ||||
| By: | /s/ STEPHEN SZEREMETA | |||
| Stephen Szeremeta | ||||
| Assistant Secretary, Nortel Networks Inc. | ||||
| PS MERGER SUB, INC. | ||||
| By: | /s/ ARNO NADOLNY | |||
| Arno Nadolny | ||||
| President | ||||
