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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
(Name of Subject Company)
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
52803103
(CUSIP Number of Class of Securities)
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WILLIAM SHAW, CHIEF EXECUTIVE OFFICER
AND
ALVIN J. BRUNNER, PRESIDENT
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
1050 RANCHO CONEJO BOULEVARD
THOUSAND OAKS, CALIFORNIA 91320
TELEPHONE: (805) 498-9611
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement)
Copy to:
RICHARD A. RUBIN, ESQ.
JENKENS & GILCHRIST PARKER CHAPIN LLP
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
TELEPHONE: (212) 704-6000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 1 hereby amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by
Autologic Information International, Inc., a Delaware corporation ("Autologic"),
on October 3, 2001 (the "Schedule 14D-9"), relating to the offer by Autologic
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Agfa
Corporation, a Delaware corporation, which is in turn a wholly-owned subsidiary
of Agfa-Gevaert, N.V., a company organized under the laws of Belgium, to
purchase all of the outstanding shares of common stock, par value $0.01 per
share, of Autologic, at a purchase price of $7.127 per share, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated October 3, 2001, and in the related Letter
of Transmittal.
Capitalized terms used and not defined herein have the meanings given to
such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following paragraph:
On November 1, 2001, Agfa-Gevaert, N.V. and Agfa Corporation, on behalf of
Autologic Acquisition Corp., announced the extension of the expiration date of
the offer until 12:00 midnight, New York City Time, on Wednesday, November 14,
2001, unless further extended. The offer was previously scheduled to expire at
12:00 midnight, New York City time, on October 31, 2001. The purpose of the
extension of the offer is to allow Agfa Corporation and Autologic Acquisition
Corp. additional time to complete the lengthy process of obtaining the necessary
regulatory approvals from certain governmental authorities in various EU
countries prior to the closing of the offer.
SCHEDULE 14D-9C
In the Schedule 14D-9C of Autologic filed on September 26, 2001, the last
paragraph contained in the press release filed with such Schedule 14D-9C is
hereby deleted in its entirety and replaced with the following paragraph:
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "1995 ACT") CONTAINS
CERTAIN SAFE HARBORS REGARDING FORWARD-LOOKING STATEMENTS; HOWEVER, THESE SAFE
HARBORS DO NOT APPLY TO STATEMENTS MADE IN CONNECTION WITH A TENDER OFFER.
THEREFORE, THE SAFE HARBORS CONTAINED IN THE 1995 ACT HAVE NOT PROTECTED AND
WILL NOT PROTECT ANY FORWARD-LOOKING STATEMENTS MADE BY AUTOLOGIC IN CONNECTION
WITH THE OFFER.
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.
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
By: /s/ Alvin J. Brunner
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Name: Alvin J. Brunner
Title: President
Dated: November 1, 2001