SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
International Electronics, Inc.
(Name of Subject Company)
Rokonet Industries, U.S.A., Inc.
RISCO Ltd.
(Name of Filing Person — Offeror)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
459436507
(CUSIP Number of Class of Securities)
RISCO Ltd.
Moshe Alkelai
14 Hachoma Street
75655 Rishon-Letzion
Israel
Telephone: 972-3-963-7777
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
John R. Utzschneider
J.Q. Newton Davis
Bingham McCutchen LLP
150 Federal Street
Boston, Massachusetts 02110
Telephone: (617) 951-8000
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$7,074,308.50 | $218 |
* | Estimated for purposes of calculating the filing fee only. Based on the offer to purchase all of the outstanding shares of common stock of International Electronics, Inc. at a purchase price of $3.50 cash per share and 1,738,931 shares issued and outstanding as of January 5, 2007, and, outstanding options with respect to 262,133 shares and outstanding warrants with respect to 20,167 shares, in each case as of August 31, 2006. |
** | The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of value. |
¨ | 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
¨ | 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. |
¨ | 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: ¨
Items 1 through 9 and 11.
This Tender Offer Statement on Schedule TO is filed by RISCO Ltd., a limited company, organized under the laws of Israel (“RISCO”), and Rokonet Industries, U.S.A., Inc., a New York corporation and an indirect wholly-owned subsidiary of RISCO (the “Purchaser”). This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation (“IEI”), at $3.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Pursuant to General Instruction F to Schedule TO, the information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.
Item 10. | Financial Statements. |
Not applicable.
Item 12. | Exhibits. |
(a)(1)(A) | Offer to Purchase, dated March6, 2007. | |
(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 Other Nominees. | |
(a)(1)(F) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(2) | Not applicable. | |
(a)(3) | Not applicable. | |
(a)(4) | Not applicable. | |
(a)(5)(A) | Press release issued by RISCO Ltd. dated March6, 2007. | |
(a)(5)(B) | Form of summary advertisement dated March6, 2007. | |
(b) | Not applicable. | |
(c) | Not applicable. | |
(d) | Not applicable. | |
(e) | Not applicable. | |
(f) | Not applicable. | |
(g) | Not applicable. | |
(h) | Not applicable. |
Item 13. | Information Required by Schedule 13E-3. |
Not applicable.
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: March6, 2007
Rokonet Industries, U.S.A., Inc. | ||
By: | /s/ Moshe Alkelai | |
Name: | Moshe Alkelai | |
Title: | Chairman of the Board | |
RISCO Ltd. | ||
By: | /s/ Moshe Alkelai | |
Name: | Moshe Alkelai | |
Title: | Chairman of the Board |
EXHIBIT INDEX
(a)(1)(A) | Offer to Purchase, dated March 6, 2007. | |
(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 Other Nominees. | |
(a)(1)(F) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(2) | Not applicable. | |
(a)(3) | Not applicable. | |
(a)(4) | Not applicable. | |
(a)(5)(A) | Press release issued by RISCO Ltd. dated March6, 2007. | |
(a)(5)(B) | Form of summary advertisement dated March6, 2007. | |
(b) | Not applicable. | |
(c) | Not applicable. | |
(d) | Not applicable. | |
(e) | Not applicable. | |
(f) | Not applicable. | |
(g) | Not applicable. | |
(h) | Not applicable. |