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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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VITRONICS CORPORATION
(Name of Subject Company)
VITRONICS CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
Title of Class of Securities)
928503101
(CUSIP Number of Class of Securities)
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JAMES J. MANFIELD, JR.
PRESIDENT & CHIEF EXECUTIVE OFFICER
VITRONICS CORPORATION
1 FORBES ROAD
NEWMARKET, NEW HAMPSHIRE 03857
(603) 659-6550
(Name, Address and Telephone Number of Persons Authorized
to Receive Notice and Communications on Behalf of the
Person Filing this Statement)
COPIES TO:
ROGER M. BARZUN, ESQ.
60 HUBBARD STREET
CONCORD, MASSACHUSETTS 01742
(508) 287-4275
AND
MICHAEL F. SWEENEY, ESQ.
DUFFY & SWEENEY
300 TURKS HEAD BUILDING
PROVIDENCE, RHODE ISLAND 02903
(401) 455-0700
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EXPLANATORY NOTE
This Statement ("AMENDMENT NO. 1") amends the Schedule 14D-9 filed with the
Securities and Exchange Commission by Vitronics Corporation (the "COMPANY") on
September 9, 1997 (the "ORIGINAL SCHEDULE 14D-9") which relates to an offer by
DTI Intermediate, Inc., a Delaware corporation, a wholly-owned subsidiary of
Dover Technologies International, Inc., a Delaware corporation, (an indirect
wholly-owned subsidiary of Dover Corporation, Delaware corporation) to purchase
all of the shares of the outstanding common stock of the Company.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended to refer to the opinion, as amended, of Scott-Macon
Securities, Inc., an affiliate of Scott-Macon, Ltd., that the $1.90 per Share in
cash to be received by the holders of Shares pursuant to the Offer and Merger
Agreement is fair to such shareholders from a financial point of view.
The fairness opinion has been amended to delete the reference to the
confidentiality of the opinion and the specific statement referencing reliance
on it. The amended opinion is filed as Exhibit (a)(4)(i) to this Amendment No.
1.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following:
(a)(4)(i) Opinion of Scott-Macon Securities, Inc. dated September 3,
1997, as amended.
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SIGNATURE
After reasonable 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.
VITRONICS CORPORATION
By: /s/ JAMES J. MANFIELD, JR.
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James J. Manfield, Jr.
Date: October 2, 1997 President & Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(4)(i) Opinion of Scott-Macon Securities, Inc. dated September 3, 1997, as amended.
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