Securities and Exchange Commission
Washington, DC 20549
Schedule TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Advanced Remote Communication Solutions, Inc.
(Name of Subject Company (issuer))
Advanced Remote Communication Solutions, Inc.
(Names of Filing Persons (offeror))
Series B Preferred Stock
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Brandon Nixon
Chairman of the Board, President and Chief Executive Officer
Advanced Remote Communication Solutions, Inc.
10675 Sorrento Valley Road
San Diego, California 92121
(858) 657-0100
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of filing persons)
Calculation of Filing Fee
Transaction valuation $1,170,833
Amount of Filing Fee $107.72*
The aggregate principal amount of the Series B Preferred Stock of Advanced
Remote Communication Solutions, Inc. sought for exchange equals $3,512,500.
Advanced Remote Communication Solutions, Inc. has an accumulated capital
deficit and thus pursuant to Rule 0-11(a)(4) of the Exchange Act, the
transaction value for purposes of calculating the filing fee is $1,170,833.
* Previously paid.
[ ] Check 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: Not Applicable
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:
[ ] 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 to Tender Offer Statement on Schedule TO amends and
supplements the Tender Offer Statement (the "Schedule TO") filed by Advanced
Remote Communication Solutions, Inc., a California corporation (the "Company"),
on June 27, 2002, relating to the offer by the Company to exchange shares of its
Series C-3 Preferred Stock for issued and outstanding shares of its Series B
Preferred Stock, under the terms and conditions set forth in the Offering
Statement for Series C Preferred Stock dated June 27, 2002 along with the
Offering Statement Supplement dated July 19, 2002 (the "Supplement").
Item 3. Identity and Background of Filing Person
Item 3 of the Schedule TO is hereby amended and supplemented by adding the
following:
The Company is the filing person and subject company. Pursuant to General
Instruction C to Schedule TO, the following persons are the directors and/or
executive officers of the Company:
Name Title
Brandon L. Nixon Chairman, Director, Chief Executive Officer
Joseph M. Niehaus Director
Harvey Gettleson Director
Michael L. Silverman Director
Mohammed G. Abutaleb Director, President, ICTI
Charles J. Drobny, Jr. Chief Operating Officer, Boatracs
John R. Westgarth President, Enerdyne
Dean B. Kernus Chief Financial Officer and Secretary
The business address and telephone number for all of the above directors and
executive officers is c/o Advanced Remote Communication Solutions, Inc., 10675
Sorrento Valley Road, Suite 200, San Diego, California 92121 and (858) 657-0100.
Item 8. Interests in Securities of the Subject Company
Item 8 of the Schedule TO is hereby amended and supplemented by adding the
following:
None.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following exhibit:
(a)(9) Offering Statement Supplement.
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.
Advanced Remote Communication Solutions, Inc.
By: /s/ Brandon Nixon
Name: Brandon Nixon
Title: Chairman of the Board, President
and Chief Executive Officer
Date: July 19, 2002