SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-I/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Advanced Nutraceuticals, Inc.
(Name of Subject Company (Issuer))
Advanced Nutraceuticals, Inc.
(Name of Filing Person (Offeror))
Common Stock, Par Value $0.01 Per Share
(Title of Class Securities)
00760Q201
(CUSIP Number of Class of Securities)
Gregory Pusey
President and Chief Executive Officer
Advanced Nutraceuticals, Inc.
106 South University Boulevard, Unit 14
Denver, CO 80209
(303) 722-4008
(303) 722-4011 (fax)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Adam J. Agron
Brownstein Hyatt & Farber, P.C.
410 Seventeenth Street, 22nd Floor
Denver, CO 80202
(303) 223-1100
(303) 223-1111 (fax)
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee | |
|---|---|---|
| $4,500,000 | $529.65 | |
| Amount Previously Paid: | $529.65 | Filing Party: | Advanced Nutraceuticals, Inc. | |||
| Form or Registration No.: | Schedule TO-I | Date Filed: | August 5, 2005 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer:o
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission on July 26, 2005 (the "Schedule TO-I") by Advanced Nutraceuticals, Inc., a Texas corporation (the "Company"), in connection with the offer by the Company to purchase up to 1,058,823 shares of its Common Stock, par value $0.01 per share (the "Shares"), at a price of $4.25 per Share upon the terms and subject to the conditions described in the Offer to Purchase dated July 26, 2005 (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal"), which are appended to and filed with the Schedule TO-I as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The section of the Offer to Purchase captioned "Section 4. Withdrawal Rights" is hereby amended in accordance with the Supplement dated August 5, 2005, a copy of which is attached hereto and incorporated herein by reference.
(b) The section of the Offer to Purchase captioned "Section 7. Conditions of the Tender Offer" is hereby amended in accordance with the Supplement dated August 5, 2005, a copy of which is attached hereto and incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The section in the Offer to Purchase captioned "Section 9. Source and Amount of Funds" is hereby amended in accordance with the Supplement dated August 5, 2005, a copy of which is attached hereto and incorporated herein by reference.
The following Exhibits are hereby added to the Schedule TO-I:
| Exhibit (a)(5)(v) | Advanced Nutraceuticals, Inc. Form 10-KSB for the fiscal year ended September 30, 2004 (Incorporated by reference to Commission File Number 000-26362, Accession Number 0001079974-05-000006). | |
Exhibit (a)(5)(vi) | Supplement to Offer to Purchase dated August 5, 2005. |
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.
| ADVANCED NUTRACEUTICALS, INC. | |||
Dated: August 5, 2005 | |||
By: | /s/ GREGORY PUSEY | ||
| Name: | Gregory Pusey | ||
| Title: | President and Chief Executive Officer | ||
| EXHIBIT NUMBER | DESCRIPTION | |
|---|---|---|
| (a)(1)(i) | Offer to Purchase.* | |
(a)(1)(ii) | Letter of Transmittal.* | |
(a)(5)(i) | Notice of Guaranteed Delivery.* | |
(a)(5)(ii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(5)(iv) | Press release dated July 26, 2005 announcing the commencement of the Offer.* | |
(a)(5)(v) | Advanced Nutraceuticals, Inc. Form 10-KSB for the fiscal year ended September 30, 2004 (Incorporated by reference to Commission File Number 000-26362, Accession Number 0001079974-05-000006). | |
(a)(5)(vi) | Supplement to Offer to Purchase dated August 5, 2005. | |
(a)(5)(vii) | Press Release dated August 5, 2005 announcing Supplement to Offer to Purchase. | |
(b)(i) | Revolving Credit, Term Loan, Equipment Acquisition Term Loan and Security Agreement dated as of March 21, 2003 by and between CapitalSource Finance LLC, the Lenders party thereto and each of Advanced Nutraceuticals, Inc., Bactolac Pharmaceutical Inc. and NIB, Inc. (Incorporated by reference to the Company's Form 10-KSB for the fiscal year ended September 30, 2003).* | |
(b)(ii) | First Amendment to Revolving Credit, Term Loan, Equipment Acquisition Term Loan and Security Agreement dated as of December 31, 2003 by and between CapitalSource Finance LLC, the Lenders party thereto and each of Advanced Nutraceuticals, Inc., Bactolac Pharmaceutical Inc. and NIB, Inc. (Incorporated by reference to the Company's Form 10-KSB for the fiscal year ended September 30, 2003).* | |
(b)(iii) | Second Amendment to Revolving Credit, Term Loan, Equipment Acquisition Term Loan and Security Agreement dated as of March 23, 2004 by and between CapitalSource Finance LLC, the Lenders party thereto and each of Advanced Nutraceuticals, Inc., Bactolac Pharmaceutical Inc. and NIB, Inc.* | |
(b)(iv) | Third Amendment to Revolving Credit, Term Loan, Equipment Acquisition Term Loan and Security Agreement dated as of January 6, 2005 by and between CapitalSource Finance LLC, the Lenders party thereto and each of Advanced Nutraceuticals, Inc., Bactolac Pharmaceutical Inc. and NIB, Inc. (Incorporated by reference to the Company's Form 10-KSB for the fiscal year ended September 30, 2004).* | |
(b)(v) | Fourth Amendment to Revolving Credit, Term Loan, Equipment Acquisition Term Loan and Security Agreement dated as of July 26, 2005 by and between CapitalSource Finance LLC, the Lenders party thereto and each of Advanced Nutraceuticals, Inc., Bactolac Pharmaceutical Inc. and NIB, Inc.* |
* Previously filed on Schedule TO-I, as filed with the Securities and Exchange Commission on July 26, 2005 and incorporated herein by reference.
