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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)
(Amendment No. 4)
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TELESOFT CORP.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK
(Title of Class of Securities)
879924 10 8
(CUSIP Number of Class of Securities)
Michael F. Zerbib
President and Chief Executive Officer
Telesoft Corp.
3443 North Central Avenue
Suite 1800
Phoenix, Arizona 85012
(602) 308-2100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Filing Person(s))
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Copy to:
Edward S. Best
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
(312) 782-0600
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February 4, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
[ ] Check box if 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: o
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This Amendment No. 4 to Tender Offer Statement on Schedule TO
filed February 3, 2000 (the "Statement") relates to the announcement by
Telesoft Corp. that, as requested by the Securities and Exchange
Commission, it is circulating a letter to its stockholders informing them
that Thierry E. Zerbib, Brian H. Loeb and Michael F. Zerbib (the "Telesoft
Affiliates") tendered an aggregate of 1,727,500 Telesoft shares as well as
an additional 214,500 Telesoft shares subject to vested options of Telesoft
common stock at $7.25 per share, as announced on March 6, 2000, in
Telesoft's previously announced Dutch auction self-tender offer.
In order to give its stockholders an opportunity to evaluate this
information, Telesoft is extending the expiration date of the offer from
12:00 midnight, New York City time, on Monday, March 20, 2000 to 12:00
midnight, New York City time on Friday, March 24, 2000.
Telesoft also announced that as of 6:00 p.m., New York City time,
on March 16, 2000, 3,239,274 Telesoft shares and 587,325 Telesoft shares
subject to options had been tendered in the offer, representing
approximately 96% of the total Telesoft shares outstanding and Telesoft
shares subject to options and available for tender, and approximately 91%
of the total Telesoft shares owned by stockholders other than the Telesoft
Affiliates.
A copy of a letter to stockholders and the Company's press release
are filed as Exhibits (a)(1)(J) and (a)(5)(B) hereto.
ITEM 12. Exhibits.
A list of exhibits filed with this Statement is set forth on the
Index to Exhibits immediately following the signature page of this
Statement and is incorporated herein by reference.
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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.
TELESOFT CORP.
By: /s/ Michael F. Zerbib
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Name: Michael F. Zerbib
Title: President & Chief Executive Officer
Dated: March 17, 2000
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INDEX TO EXHIBITS
Item Description
(a)(1)(A) Revised Offer to Purchase dated February 4, 2000 *
(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) Form of Letter to Stockholders dated February 4, 2000, from
the President and Chief Executive Officer of the Company. *
(a)(1)(G) Form Direction Form for participants in the Telesoft Corp.
Profit Sharing Plan. *
(a)(1)(H) Form of Option Election for stock option holders. *
(a)(1)(I) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9. *
(a)(1)(J) Form of Letter to Stockholders dated March 17, 2000 from
the President and Chief Executive Officer of the Company..........
(a)(2)-(4) Not applicable.
(a)(5) Press Release issued by the Company dated February 3, 2000. *
(a)(5)(A) Press Release issued by the Company dated March 6, 2000. *
(a)(5)(B) Press Release issued by the Company dated March 17, 2000..........
(b) Not applicable.
(d) Stock Purchase Agreement dated as of February 2, 2000 between
Joseph W. Zerbib and Telesoft Corp. *
(g) Not applicable.
(h) Not applicable.
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*Previously filed.