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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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GLOBALNET FINANCIAL.COM, INC.
(Name of Subject Company (Issuer))
GLOBALNET ACQUISITIONS INC.
NEWMEDIA SPARK PLC
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.001 PER SHARE
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
37937R
(CUSIP Number of Class of Securities)
JOEL D. PLASCO
33 GLASSHOUSE STREET
LONDON W1B 5DG
UNITED KINGDOM
+44.207.851.7777
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
DAVID E. SCHULMAN
BRIAN M. MCCALL
2 SERJEANTS' INN
DECHERT
LONDON EC4Y 1LT
UNITED KINGDOM
+44 207.583.5353
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CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee**
$8,999,084.88 $1,800
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* For purposes of calculating the filing fee only. This calculation assumes the
purchase of (i) 21,574,958 shares of common stock, par value $.001 per share, at
the tender offer price of $0.36 per share of common stock, and (ii) 34,225,000
shares of class A common stock, par value $.001 per share, at the tender offer
price of $0.036 per share of class A common stock.
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** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
[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: $1,800 Filing Party: GlobalNet Acquisitions Inc.
Form or Registration No.: Schedule TO Date Filed: July 25, 2001
[ ] Check the box if the 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:
[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: [ ]
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This Amendment No. 1 (the "Amendment") supplements and, as so
supplemented, amends the Tender Offer Statement originally filed on July 25,
2001 (as amended, the "Schedule TO") by GlobalNet Acquisitions Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of NewMedia SPARK
plc, a public limited company organized under the laws of England and Wales
("Parent"), relating to the offer by Purchaser to purchase (i) all the
outstanding shares of Common Stock, par value $.001 per share, including the
rights to purchase the Series A Junior Participating Preferred Stock issued
pursuant to the Rights Agreement (the "Rights Agreement"), dated as of July 19,
2001, by and between the Company (as defined below) and The Bank of New York, as
Rights Agent (the "Common Shares"), and (ii) all the outstanding shares of Class
A Common Stock, par value $.001 per share, including the rights to purchase the
Series B Junior Participating Preferred Stock issued pursuant to the Rights
Agreement (the "Class A Shares"), of GlobalNet Financial.com, Inc., a Delaware
corporation (the "Company"), at a purchase price of $0.36 per Common Share and
$0.036 per Class A Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated July 25, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule TO.
The Items of the Schedule TO set forth below are hereby supplemented and,
as so supplemented, amended as follows:
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented by striking
the last sentence in the first full paragraph in the section entitled "The
Tender Offer - 14. Certain Conditions of the Offer" in the Offer to Purchase and
replacing such sentence in its entirety with:
"All conditions to the Offer, other than those involving receipt of
necessary government approvals, must be satisfied or waived on or before the
expiration of the Offer. Furthermore, notwithstanding any other term of the
Offer or the Merger Agreement, Purchaser shall not be required to accept for
payment or, subject as aforesaid, to pay for any Shares of the Company not
theretofore accepted for payment or paid for, and may terminate or amend the
Offer or if, as of the scheduled expiration date of the Offer (as extended) and
before the acceptance of such shares for payment, any of the following
conditions exists:"
Item 4 of the Schedule TO is further amended and supplemented by striking
the last full paragraph in the section entitled "The Tender Offer - 14. Certain
Conditions of the Offer" in the Offer to Purchase and replacing such paragraph
in its entirety with:
"The foregoing conditions are for the sole benefit of Purchaser and
Parent and may be asserted by Purchaser or Parent regardless of the
circumstances giving rise to such condition or may be waived by Purchaser and
Parent in whole or in part at any time and from time to time in their sole
discretion (provided that all conditions to the Offer other than those involving
receipt of necessary government approvals, must be satisfied or waived on or
before the expiration of the Offer). The failure by Parent, Purchaser or any
other affiliate of Parent at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right, the waiver of any such right
with respect to particular facts and circumstances shall not be deemed a waiver
with respect to any other facts and circumstances and each such right shall be
deemed an ongoing right that may be asserted at any time and from time to time."
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 of the Schedule TO is hereby amended and supplemented by adding
the following paragraph after the last full paragraph in the section entitled
"The Tender Offer - 11. Contacts and Transactions with the Company; Background
of the Offer" in the Offer to Purchase:
"Based upon the closing mid-market price of Parent's ordinary shares on
AIM on July 16, 2001, the exchange ratio of 1.88 Parent ordinary shares for each
Common Share (.188 Parent ordinary shares for each Class A Share) called for by
the Merger Agreement indicated a value of approximately $.43 per Common Share
($.04 per Class A Share) based upon prevailing exchange rates."
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ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 6 of the Schedule TO is hereby amended and supplemented by striking
the first full paragraph under "Plans for the Company" in the section entitled
"The Tender Offer - 12. Purpose of the Offer; the Merger Agreement; Plans for
the Company" and replacing such paragraph in its entirety with:
"In the process of building its financial portal business, the Company has
acquired significant minority positions in other technology companies including
companies in which Parent holds an investment such as EO plc and Synaptic
Systems Limited. In addition the Company owns 26,549,973 ordinary shares of
Parent, warrants for 2,654,997 ordinary shares exercisable at (pound)0.75 per
share and a warrant for 2% of the currently outstanding Parent ordinary shares
(9,967,461 ordinary shares based on the current number of ordinary shares
outstanding) exercisable at (pound)0.10 per share for a total interest of 7.6%
in Parent."
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following:
"On July 30, 2001, the Company received an unsolicited offer from
AISoftw@re S.p.A. ("AISoftw@re"), proposing to acquire each outstanding Share of
the Company in a stock for stock exchange pursuant to which holders of Company
Common Shares would receive ordinary shares of AISoftw@re valued at $0.55 per
share and holders of the Company Class A Common Shares would receive ordinary
shares of AISoftw@re valued at $0.055 per share. AISoftw@re shares are traded on
Nasdaq Europe in Brussels and Nuovo Mercato in Milan, Italy.
On August 7, 2001, the Company and AISoftw@re entered into a
non-disclosure agreement in order to facilitate discussions between the parties
and pursuant to which the Company will furnish information to AISoftw@re
regarding the Company and its related businesses. Additionally, pursuant to the
non-disclosure agreement, AISoftw@re has agreed that if it does not enter into a
definitive merger agreement with the Company by August 15, 2001, it will tender
all Shares of the Company owned by it or its affiliates into the Offer currently
outstanding by Purchaser. The Company has assigned the rights of enforcement
with respect to this obligation to tender Shares to Parent.
Notwithstanding the execution of the non-disclosure agreement with
AISoftw@re or any discussions that may take place between AISOftw@re and the
Company, the Merger Agreement remains in full force and effect. Accordingly, the
Company's Board of Directors has not withdrawn its recommendation and support of
the Offer currently outstanding and it has reiterated its recommendation that
Company shareholders tender their Shares into the Offer.
The AISoftw@re proposal is subject to certain significant contingencies,
such as AISoftw@re's completion of due diligence, the execution of a definitive
merger agreement and the approval of the Company's Board of Directors."
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented by adding the following
exhibits:
"(a)(5)(A) Press release issued by GlobalNet Financial.com, Inc. on
August 7, 2001.
(a)(5)(B) Non-disclosure Agreement, dated August 7, 2001, by and between
GlobalNet Financial.com, Inc. and AISoftw@re S.p.A.
(a)(5)(C) Assignment Agreement, dated August 7, 2001 by and between
GlobalNet Financial.com, Inc. and AISoftw@re S.p.A.
(a)(5)(D) Assignment Agreement, dated August 7, 2001, by and between
GlobalNet Financial.com, Inc. and NewMedia SPARK plc."
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SIGNATURES
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.
GLOBALNET ACQUISITIONS INC.
By: /s/ Joel D. Plasco
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Name: Joel D. Plasco
Title: President
NEWMEDIA SPARK PLC
By: /s/ Joel D. Plasco
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Name: Joel D. Plasco
Title: Director
Dated: August 9, 2001