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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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SPECTRAN CORPORATION
(NAME OF SUBJECT COMPANY)
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SPECTRAN CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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847598109
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CHARLES B. HARRISON
CHIEF EXECUTIVE OFFICER
SPECTRAN CORPORATION
50 HALL ROAD
STURBRIDGE, MASSACHUSETTS 01566
(508) 347-2261
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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Copies to:
IRA S. NORDLICHT, ESQ.
NORDLICHT & HAND
645 FIFTH AVENUE
NEW YORK, NEW YORK 10022
(212) 421-6500
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This Amendment No. 1 amends and supplements the
solicitation/Recommendation Statement on Schedule 14D-9, dated July 21, 1999
(the "Schedule 14D-9") with respect to the tender offer by Lucent Technologies
Inc., a Delaware corporation ("Lucent"), and Seattle Acquisition Inc., a
Delaware corporation and wholly owned subsidiary of Lucent (the "Purchaser"), to
acquire all of the outstanding common stock, $.10 par value per share (the
"Shares"), of SpecTran Corporation (the "Company") at a price of $9.00 per
Share, upon the terms and conditions set forth in the Offer to Purchase, dated
July 21, 1999, and the related letter of transmittal. Capitalized terms used
herein and not defined shall have the meanings ascribed to them in the Schedule
14D-9.
The Schedule 14D-9 is hereby amended (a) by providing supplemental
information concerning the complaint entitled Chase v. Harrison, et al., C.A.
No. 17312-NC, including filing as an exhibit the Amended Class Action Complaint
filed July 29, 1999, (b) by filing as exhibits the complaint entitled Airmont
Associates et al., v. SpecTran Corporation et al., C.A. No. 17314-NC, and the
original complaint entitled Chase v. Harrison, et al., C.A. No. 17312-NC, both
of which were filed in Delaware Chancery Court on July 15, 1999 and were
described previously in Item 8 "Additional Information to be Furnished" in the
Schedule 14D-9, (c) by filing the Company's July 30, 1999 press release
entitled "SpecTran Reports Second Quarter/Six Months Results" and (d) by
providing information concerning expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Inprovements Act of 1976, as amended.
Item 8. Additional Information to be Furnished.
LITIGATION. On July 29, 1999, the plaintiff in Chase v. Harrison, et
al., Civil Action No. 17312-NC, filed an Amended Class Action Complaint (the
"Amended Complaint") in Delaware Chancery Court. In the Amended Complaint, the
plaintiff alleges, among other things, that (1) the proposed purchase price is
inadequate; (2) the Company's Solicitation/Recommendation Statement on Schedule
14D-9 is misleading and omits material information in that it fails to disclose
(a) the Company's financial results for the second fiscal quarter ended June 30,
1999, (b) why the Company's projected financial results, as announced by the
Company on May 28, 1999, did not warrant that a substantial premium be paid for
the Company relative to the existing market price, (c) information concerning
the identity of other bidders for the Company and the terms of any competing
bids or expressions of interest, (d) why the Company did not wait until after
its third quarter ended September 30, 1999 financial results were available to
determine whether Company C would make an offer to acquire the Company, (e) the
reasons for Lazard Freres & Co. LLC's determination that the merger was "fair",
(f) the total amount of benefits that each of the Company's executive officers
and directors will realize from the Merger, and (g) the value of the Company to
Lucent and the benefits Lucent will derive from the Merger, including the
equivalent amount that Lucent would have to spend to build the manufacturing
capacity that it will be buying from the Company and that Lucent had approved a
higher purchase price; and (3) the board of directors of the Company breached
its fiduciary duty to the stockholders of the Company to exercise due care,
loyalty and candor. The Amended Complaint further alleges that Lucent aided and
abetted the breach of fiduciary duty by the individual defendants. The
foregoing is qualified in its entirety by reference to the Amended Complaint,
acopy which is filed as Exhibit (c) (6) which is incorporated by reference
herein.
Concurrent with the filing of the Amended Complaint, the plaintiff in
Chase v. Harrison, et al. petitioned the Delaware Chancery Court for expedited
discovery and the scheduling of a hearing on a preliminary injunction. A
telephone conference call was held by the Delaware Chancery Court on July 30,
1999, at which time the court declined to permit expedited discovery and
declined to schedule a hearing on a preliminary injunction. Instead, the court
scheduled a hearing on August 13, 1999 to hear arguments as to whether an order
temporarily restraining consummation of the Merger should be issued. This
scheduled hearing was subsequently canceled when, by letter dated August 2,
1999, plaintiff's counsel withdrew plaintiff's application for a temporary
restraining order.
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SECOND QUARTER AND FIRST HALF 1999 PRELIMINARY FINANCIAL RESULTS. On
July 30, 1999, SpecTran released its preliminary results for the second fiscal
quarter and first half of 1999. A copy of the press release disclosing those
preliminary results is attached hereto.
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED
("HSR"). As of August 4, 1999 the waiting period under HSR relating to the
purchase of the Shares pursuant to the Offer had expired.
Item 9. Material to be filed as Exhibits.
(a)(1)* Offer to Purchase dated July 21, 1999.
(a)(2)* Letter of Transmittal.
(a)(3)* Press Release jointly prepared by Lucent and the Company and
issued by Lucent on July 15, 1999.
(a)(4)* Opinion of Lazard Freres & Co. LLC dated July 15, 1999.
(a)(5)* Letter to Stockholders, dated July 21, 1999, from Charles B.
Harrison, Chairman of the Board of Directors and President and Chief Executive
Officer of the Company.
(c)(1)* Agreement of Merger, dated as of July 15, 1999, among Lucent,
the Purchaser and the Company.
(c)(2)* The Company's Information Statement pursuant to Section 14(f)
of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder.
(c)(3)* Contractual Agreement between Lucent Technologies Inc. and
SpecTran Corporation, dated October 3, 1996. The Company has been granted
confidential treatment for portions of this Exhibit.
(c)(4)* Patent License Agreement between Lucent Technologies and
SpecTran Corporation dated as of October 30, 1998. The Company has been granted
confidential treatment for portions of this Exhibit.
(c)(5) Chase v. Harrison, et al., C.A. No. 17312-NC, Complaint, filed
in the Court of Chancery of the State of Delaware in and for New Castle County.
(c)(6) Chase v. Harrison, et al., C.A. No. 17312-NC, Amended Class
Action Complaint, filed in the Court of Chancery of the State of Delaware in and
for New Castle County.
(c)(7) Airmont Associates et al., v. SpecTran Corporation et al., C.A.
No. 17314-NC, Complaint, filed in the Court of Chancery of the State of Delaware
in and for New Castle County.
(c)(8) July 30, 1999 press release entitled "SpecTran Reports Second
Quarter/Six Months Results."
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*Previously Filed.
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
accurate.
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SPECTRAN CORPORATION
By: /s/ CHARLES B. HARRISON
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Charles B. Harrison
President, Chief Executive Officer and
Chairman of the Board
Dated: August 4, 1999