Neither the Securities and Exchange Commission nor any state securities
commission has: approved or disapproved of the transaction; passed upon the
merits or fairness of the transaction; or passed upon the adequacy or accuracy
of the disclosure in this document. Any representation to the contrary is a
criminal offense.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Amendment No. 8
RULE 13e-3 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
ASA INTERNATIONAL LTD.
(Name of the Issuer)
ASA INTERNATIONAL LTD.
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
001912 20 3
(CUSIP Number of Class of Securities)
Alfred C. Angelone Copies To:
Chief Executive Officer Paul D. Broude, Esq.
ASA International Ltd. Epstein Becker & Green, P.C.
10 Speen Street 111 Huntington Avenue, 26th Floor
Framingham, MA 01701 Boston, MA 02199
(508) 626-2727 (617) 342-4000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
(a) [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
(b) [ ] The filing of a registration statement under the Securities Act of
1933.
(c) [ ] A tender offer.
(d) [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction Valuation(*) Amount of Filing Fee
$9,316,980 $1,181
*Based on information from the Issuer's transfer agent and brokers, (a) the
Issuer estimates that its 1-for-600 share reverse split will result in fractions
of a share aggregating 395,000 pre-split shares for which the Issuer will pay
$5.00 each, (an aggregate of $1,975,000, the "Fractional Share Consideration"),
and (b) with respect to an estimated 1,468,396 share balance that will be
acquired with securities in the reverse split, such shares have been valued at
$5.00 per share (an aggregate of $7,341,980, the "Reverse Split Consideration";
the Reverse Split Consideration plus the Fractional Share Consideration being
the "Total Consideration"). Pursuant to Fee Rate Advisory #7 for Fiscal Year
2004, the amount required to be filed with this Schedule 13E-3 equals $126.70
per million of the Total Consideration.
[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: $1,645
Form or Registration No.: Schedule 13E-3
Filing Party: ASA International Ltd.
Date Filed: $206 on April 22, 2004
$1,439 on June 17, 2004
INTRODUCTION
This Amendment No. 7 to Schedule 13E-3 amends and supplements the
Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange
Commission on April 22, 2004, as amended by Amendment No. 1 to the Schedule
13E-3 filed with the SEC on June 17, 2004, Amendment No. 2 to the Schedule 13E-3
filed with the SEC on August 19, 2004, Amendment No. 3 to Schedule 13E-3 filed
with the SEC on August 20, 2004, Amendment No. 4 to Schedule 13E-3 filed with
the SEC on September 14, 2004, Amendment No. 5 to schedule 13E-3 filed with the
SEC on October 4, 2004, Amendment No. 6 to Schedule 13E-3 filed with the SEC on
October 12, 2004, and Amendment No. 7 to Schedule 13E-3 filed with the SEC on
November 3, 2004 in connection with a proposed going-private transaction.
This Amendment is being filed with the Securities and Exchange
Commission concurrently with a press release filed by the Company as definitive
additional materials filed pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The press release is
incorporated herein as Exhibit (a)(5)(ii).
The information contained in the Proxy Statement is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Proxy Statement under "SUMMARY TERM
SHEET" is incorporated herein by reference.
2
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is ASA International Ltd. The address of the
principal executive offices of the Company is 10 Speen Street, Framingham, MA
01701 and the telephone number is (508) 626-2727. The Company provides networked
automation systems and ongoing monthly support to businesses in North and South
America. The Company designs and develops proprietary enterprise software for
the following markets: tire dealer and retreader, law firms, system integrators
and e-focused companies, and manufacturing and distribution companies.
(b) The information set forth in the Proxy Statement under "THE ANNUAL MEETING
- -- Who Can Vote at the Meeting" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under "MARKET FOR COMMON
STOCK AND RELATED STOCKHOLDER MATTERS" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under "MARKET FOR COMMON
STOCK AND RELATED STOCKHOLDER MATTERS" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Proxy Statement under "STOCK PURCHASES BY
ASA AND ITS AFFILIATES" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) The information set forth in Item 2(a) above and in the Proxy Statement
under "ELECTION OF DIRECTORS -- Occupations of Directors and Executive Officers"
is incorporated herein by reference.
ASA is managed by its directors and executive officers. The directors
of ASA are Alfred C. Angelone, Chas B. Blalack, Alan J. Klitzner, William A.
Kulok, James P. O'Halloran and Robert L. Voelk. The executive officers of ASA
are Alfred C. Angelone, Terrence C. McCarthy and Wayne C. Croswell. Messrs.
Angelone, Blalack, Klitzner , Kulok, O'Halloran, McCarthy and Croswell are
citizens of the United States. Mr. Voelk is a citizen of Germany.
Alfred C. Angelone Chairman, Chief Executive Officer and President of
of the Company with a business address at 10 Speen
Street, Framingham, Massachusetts 01701.
Chas B. Blalack Managing Member of Maritime Capital LLC, a private
equity firm with a business address at 180
Saugatuck Ave., Westport, CT 06880.
Alan J. Klitzner Chairman of Klitzner Industries, Inc., a privately
held manufacturer of emblematic jewelry with a
business address at 44 Warren Street, Providence,
RI 02901.
William A. Kulok Director of World Trade Center Palm Beach, an
organization that produces trade shows and events
with a business address at 116 Echo Drive,
Jupiter, FL 33458; formerly President of North
American Corporate Games, an organization that
produces multi-sport festivals for executives with
a business address at 116 Echo Drive, Jupiter, FL
33458.
3
James P. O'Halloran Retired with a business address at c/o ASA, 10
Speen Street, Framingham, Massachusetts 01701;
Formerly Senior Vice President, Treasurer and
Chief Financial Officer, Pegasystems Inc., a
publicly held software company with a business
address at 101 Main Street, Cambridge, MA 02142.
Robert L. Voelk Chief Executive Officer, President and Chairman of
Omtool, Ltd. a publicly held Communications
software company with a business address at 8
Industrial Way, Salem, NH 03079; Chairman and
Chief Executive Officer of eSped.com, a privately
held software company with a business address at 8
Industrial Way, Salem, NH 03079.
Terrence C. McCarthy Vice President, Secretary and Treasurer of ASA
with a business address at 10 Speen Street,
Framingham, Massachusetts 01701.
Wayne C. Croswell Group Vice President and President of ASA's Tire
Systems Product Line with a business address at 10
Speen Street, Framingham, Massachusetts 01701.
During the last five years, neither the Company nor, to its knowledge,
any of the directors or executive officers thereof has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
was a party to any judicial or administrative proceeding (except for matters
that were dismissed without sanction or settlement) as a result of which any
such person was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of those laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The following information is incorporated by reference to the Proxy
Statement: "SUMMARY TERM SHEET," "THE ANNUAL MEETING," "THE PROPOSED AMENDMENT,"
and the following subsections under "SPECIAL FACTORS:" "-- Background of the
Transaction," "-- Purpose of the Transaction," "-- Cash Payment In Lieu of
Fractional Shares," "-- Sources of Funds and Financial Effect of the
Transaction," "-- Effect of the Proposed Transaction on Stockholders," "--
Effect of the Proposed Transaction on Option Holders," "-- Effect of the
Proposed Transaction on ASA," and "-- Material Federal Income Tax Consequences."
(b) The information set forth in the Proxy Statement under "SPECIAL FACTORS --
Interests of Executive Officers and Directors in the Transaction" is
incorporated herein by reference.
(c) The following information is incorporated by reference to the Proxy
Statement: "SUMMARY TERM SHEET," and the following subsections under "SPECIAL
FACTORS:" "-- Background of the Transaction," "-- Cash Payment In Lieu of
Fractional Shares," "-- Effect of the Proposed Transaction on Stockholders," "--
Interests of Executive Officers and Directors in the Transaction," "-- Effect of
the Proposed Transaction on Option Holders," and "-- Material Federal Income Tax
Consequences."
(d) The information set forth in the Proxy Statement under "SPECIAL FACTORS --
Dissenters' Rights; Escheat Laws" is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under "THE PROPOSED
AMENDMENT -- Provisions for Unaffiliated Shareholders" and "SPECIAL FACTORS --
Recommendation of the Board; Fairness of the Transaction" is incorporated herein
by reference.
4
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in the Proxy Statement under "ELECTION OF
DIRECTORS -- Certain Transactions" is incorporated herein by reference.
(b)-(c) The information set forth in the Proxy Statement under "SPECIAL FACTORS
- -- Background of the Transaction," "SPECIAL FACTORS -- Possible Corporate
Transactions," and "STOCK PURCHASES BY ASA AND ITS AFFILIATES" is incorporated
herein by reference.
(e) The information set forth in the Proxy Statement under "SPECIAL FACTORS --
Possible Corporate Transactions," "STOCK PURCHASES BY ASA AND ITS AFFILIATES,"
"ELECTION OF DIRECTORS -- Certain Transactions," "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT," and "EQUITY COMPENSATION PLAN INFORMATION" is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information set forth in the Proxy Statement under "THE PROPOSED
AMENDMENT -- Exchange of Stock Certificates" is incorporated herein by
reference.
(c) The following information is incorporated by reference to the Proxy
Statement: "SUMMARY TERM SHEET," "ELECTION OF DIRECTORS," and the following
subsections under "SPECIAL FACTORS:" "-- Background of the Transaction," "--
Purpose of the Transaction," "-- Effect of the Proposed Transaction on
Stockholders," "-- Effect of the Proposed Transaction on ASA," "-- Conduct of
ASA's Business after the Transaction," and "-- Possible Corporate Transactions."
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Proxy Statement under "SUMMARY TERM
SHEET," "SPECIAL FACTORS -- Background of the Transaction," and "SPECIAL FACTORS
- -- Purpose of the Transaction," is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "SPECIAL FACTORS --
Background of the Transaction" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under "SUMMARY TERM
SHEET," "SPECIAL FACTORS -- Background of the Transaction," and "SPECIAL FACTORS
- -- Purpose of the Transaction," is incorporated herein by reference.
(d) The following information is incorporated herein by reference to the Proxy
Statement: "SUMMARY TERM SHEET," "SUMMARY FINANCIAL INFORMATION -- Summary
Unaudited Pro Forma Financial Information" and the following subsections under
"SPECIAL FACTORS:" "-- Effect of the Proposed Transaction on Stockholders," "--
Effect of the Proposed Transaction on Option Holders," "-- Effect of the
Proposed Transaction on ASA."
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The following information is incorporated herein by reference to the
Proxy Statement: "SUMMARY TERM SHEET;" and the following subsections under
5
"SPECIAL FACTORS:" "-- Background of the Transaction," "-- Purpose of the
Transaction," "-- Recommendation of the Board; Fairness of the Transaction," and
"-- Opinion and Report of the Financial Advisor."
(f) Not applicable
ITEM 9. REPORTS, OPINIONS, APPRAISALS, AND NEGOTIATIONS
(a)-(b) The information set forth in the Proxy Statement under the following
subsections of "SPECIAL FACTORS" is incorporated herein by reference: "--
Background of the Transaction," "-- Recommendation of the Board; Fairness of the
Transaction," and "-- Opinion and Report of the Financial Advisor."
(c) The information set forth in the Proxy Statement under "SPECIAL FACTORS --
Opinion and Report of the Financial Advisor" is incorporated herein by
reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(d) The information set forth in the Proxy Statement under "SUMMARY TERM
SHEET" and "SPECIAL FACTORS -- Sources of Funds and Financial Effect of the
Transaction" is incorporated herein by reference.
ITEM 11. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Proxy Statement under "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement under "STOCK PURCHASES BY
ASA AND ITS AFFILIATES" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT," is incorporated herein by reference. Other than the grant of stock
options to directors described under "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT," no directors, executive officers, controlling persons or
any associates of any of them have effected any transactions with respect to the
Company's securities in the past 60 days.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d)-(e) The information set forth in the Proxy Statement under "THE ANNUAL
MEETING -- Recommendation of the Board of Directors" and "SPECIAL FACTORS --
Recommendation of the Board; Fairness of the Transaction" is incorporated herein
by reference.
ITEM 13. FINANCIAL INFORMATION.
(a) The audited financial statements and unaudited interim financial statements
are incorporated by reference in the Proxy Statement from the Company's Annual
Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on
Form 10-Q for the quarter ended June 30, 2004. The information in the Proxy
Statement referred to in "SUMMARY FINANCIAL INFORMATION -- Summary Historical
Financial Information," "OTHER INFORMATION -- Incorporation by Reference," and
OTHER INFORMATION -- Where You Can Find More Information" is incorporated herein
by reference.
6
(b) The information set forth in the Proxy Statement under "SUMMARY FINANCIAL
INFORMATION -- Summary Unaudited Pro Forma Financial Information" is
incorporated herein by reference.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)-(b) The information set forth in the Proxy Statement under "THE ANNUAL
MEETING -- Solicitation of Proxy Appointments" is incorporated herein by
reference.
ITEM 15. ADDITIONAL INFORMATION.
The information contained in the Proxy Statement, including all appendices
attached thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Press Release issued by the Company on April 16, 2004 (incorporated by
reference to the Company's Current Report on Form 8-K filed with the SEC on
April 16, 2004).
(a)(3) Definitive Proxy Statement of the Company, as filed with the Securities
and Exchange Commission on October 12, 2004 (incorporated by reference to the
Company's Schedule 14A filed with the SEC on October 12, 2004).
(a)(4) Not applicable.
(a)(5)(i) Press Release issued by the Company on November 2, 2004 (incorporated
by reference to the Company's Current Report on Form 8-K filed with the SEC on
November 2, 2004).
(a)(5)(ii) Press Release issued by the Company on November 8, 2004
(incorporated by reference to the Company's Current Report on Form 8-K filed
with the SEC on November 8, 2004).
(b) Not applicable.
(c)(1) Opinion of vFinance Investments, Inc. dated April 16, 2004 (included as
Appendix B to the Company's Preliminary Proxy Statement filed as part of the
Schedule 14A included as Exhibit (a)(3) to this Schedule 13E-3).
(c)(2) Report of vFinance Investments, Inc. dated April 16, 2004.**
(d)(1) Preferred Stock Rights Agreement, dated as of October 21, 1998 between
the Company and American Securities Transfer & Trust, Inc., as Rights Agent,
which includes as Exhibit B thereto the Form of Rights Certificate (incorporated
by reference to exhibit 10.1 previously filed with the Company's Current Report
on Form 8-K filed with the SEC on November 4, 1998).
(d)(2) Stock Repurchase Agreement dated August 1, 2002 by and between ASA
International Ltd., Harry W. Margolis and Margolis family members (incorporated
by reference to exhibit 10.1 previously filed with the Company's Current Report
on Form 8-K filed with the SEC on August 14, 2002).
7
(d)(3) 1986 Incentive Stock Option Plan of the Company (incorporated by
reference to exhibit 4A previously filed with the Company's Form S-8 filed with
the SEC on September 27, 1996).
(d)(4) 1988 Stock Option Plan of the Company (incorporated by reference to
exhibit 4B previously filed with the Company's Form S-8 filed with the SEC on
September 27, 1996).
(d)(5) 1993 Stock Option Plan of the Company (incorporated by reference to
exhibit 4C previously filed with the Company's Form S-8 filed with the SEC on
September 27, 1996).
(d)(6) 1995 Stock Option Plan of the Company (incorporated by reference to
exhibit 4D previously filed with the Company's Form S-8 filed with the SEC on
September 27, 1996).
(f) Not applicable.
(g) Not applicable.
** Filed previously.
8
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.
ASA INTERNATIONAL LTD.
By: /s/ ALFRED C. ANGELONE
-----------------------
Alfred C. Angelone
Chairman and Chief Executive Officer
Dated: November 8, 2004
9
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(a)(2) Press Release issued by the Company on April 16, 2004
(incorporated by reference to the Company's (a)(2) Current Report
on Form 8-K filed with the SEC on April 16, 2004).
(a)(3) Definitive Proxy Statement of the Company, as filed with the
Securities and Exchange Commission on October 12, 2004
(incorporated by reference to the Company's Schedule 14A filed
with the SEC on October 12, 2004).
(a)(5)(i) Press Release issued by the Company on November 2, 2004
(incorporated by reference to the Company's Current Report on Form
8-K filed with the SEC on November 2, 2004).
(a)(5)(ii) Press Release issued by the Company on November 8, 2004
(incorporated by reference to the Company's Current Report on Form
8-K filed with the SEC on November 8, 2004).
(c)(1) Opinion of vFinance Investments, Inc. dated April 16, 2004
(included as Appendix B to the Company's Preliminary Proxy
Statement filed as part of the Schedule 14A included as Exhibit
(a)(3) to this Schedule 13E-3).**
(c)(2) Report of vFinance Investments, Inc. dated April 16, 2004.**
(d)(1) Preferred Stock Rights Agreement, dated as of October 21, 1998
between the Company and American Securities Transfer & Trust,
Inc., as Rights Agent, which includes as Exhibit B thereto the
Form of Rights Certificate (incorporated by reference to exhibit
10.1 previously filed with the Company's Current Report on Form
8-K filed with the SEC on November 4, 1998).
(d)(2) Stock Repurchase Agreement dated August 1, 2002 by and between ASA
International Ltd., Harry W. Margolis and Margolis family members
(incorporated by reference to exhibit 10.1 previously filed with
the Company's Current Report on Form 8-K filed with the SEC on
August 14, 2002).
(d)(3) 1986 Incentive Stock Option Plan of the Company (incorporated by
reference to exhibit 4A previously filed with the Company's Form
S-8 filed with the SEC on September 27, 1996).
(d)(4) 1988 Stock Option Plan of the Company (incorporated by reference
to exhibit 4B previously filed with the Company's Form S-8 filed
with the SEC on September 27, 1996).
(d)(5) 1993 Stock Option Plan of the Company (incorporated by reference
to exhibit 4C previously filed with the Company's Form S-8 filed
with the SEC on September 27, 1996).
(d)(6) 1995 Stock Option Plan of the Company (incorporated by reference
to exhibit 4D previously filed with the Company's Form S-8 filed
with the SEC on September 27, 1996).
** Filed previously.
10