As filed with the Securities and Exchange Commission on June 7, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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MEDIS EL LTD.
(Name of Subject Company)
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MEDIS TECHNOLOGIES LTD.
(Name of Filing Person-Offeror)
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ORDINARY SHARES, PAR VALUE 0.1 NIS PER SHARE
(Title of Class of Securities)
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M6879H 10 3
(Cusip Number of Class of Securities)
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ROBERT K. LIFTON, Chairman of the Board
MEDIS TECHNOLOGIES LTD.
805 Third Avenue
New York, New York 10022
(212) 935-8484
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
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Copy To:
ELLIOT BRECHER, ESQ.
STEPHEN E. FOX, ESQ.
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
CALCULATION OF FILING FEE
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Transaction Valuation: $92,745,135(1) | Amount of Filing Fee: $18,541.83
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(1) Estimated solely for purposes of calculating the amount of the filing
fee. This amount assumes the issuance of 5,297,667 shares of the common
stock, par value $0.01 of Medis Technologies Ltd. ("MTL"), a Delaware
corporation, in exchange for all outstanding shares of Medis El Ltd.,
an Israeli corporation, not beneficially owned by MTL. The value of the
transaction, calculated in accordance with Regulation 240.0-11 of the
Securities Exchange Act of 1934, as amended, is based upon the average
of the bid and asked price of Medis El Ltd. as of April 18, 2000. The
amount of the filing fee, calculated pursuant to the same regulation,
equals 1/50th of one percent of the value of the transaction.
|X| 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: $8,097.08
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Form or Registration No.: Form S-1 (333-83945)
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Filing Party: Medis Technologies Ltd.
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Date Filed: July 28, 2999, December 29, 1999, February 11, 2000 and
March 16, 2000
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|_| Check the box if the filing related 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:
|X|
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This Amendment No. 2, the final amendment, amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on April 24, 2000, by Medis Technologies Ltd., a Delaware corporation
("Purchaser"), relating to the offer (the "Offer") by the Purchaser to exchange
1.37 shares of the Purchaser's common stock, par value $.01 per share (the
"Exchange Shares"), for each outstanding ordinary share, par value NIS 0.1 per
share (the "Ordinary Shares"), of Medis El Ltd. ("Medis El"), an Israeli
corporation, not owned by the Purchaser, upon the terms and subject to the
conditions set forth in the prospectus dated April 24, 2000 and in the related
Letter of Transmittal.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 8 of the Schedule TO is hereby amended and supplemented by adding
thereto the following:
(a) - (b) The Offer expired at 5:00 p.m. Eastern time, on Monday, June 5, 2000.
Based on preliminary information provided by the exchange agent to the
Purchaser, there were validly tendered and not withdrawn 3,635,397 Ordinary
Shares, representing, along with the approximately 64% of Medis El already owned
by the Purchaser, approximately 97.8% of the issued and outstanding Ordinary
Shares. Each Ordinary Share validly tendered and not withdrawn at the expiration
of the Offer was accepted for exchange and will be exchanged for 1.37 Exchange
Shares. On June 6, 2000, the Purchaser issued a press release attached hereto as
Exhibit (a)(9). The information contained therein is incorporated herein by
reference.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following:
(a)(8)- Text of Press Release dated June 5, 2000.
(a)(9)- Text of Press Release dated June 6, 2000.
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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.
Date: June 7, 2000
MEDIS TECHNOLOGIES LTD.
By: /s/ ROBERT K. LIFTON
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Robert K. Lifton
Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
The following Items (a)(8) and (a)(9) are hereby added to the Exhibit
Index.
EXHIBIT
NO. DESCRIPTION
(a)(8) Text of Press Release, dated June 5, 2000.
(a)(9) Text of Press Release, dated June 6, 2000.
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