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As filed with the Securities and Exchange Commission on February 22, 2000.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
PURSUANT TO SECTION 13(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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IMTEC INC.
(NAME OF SUBJECT COMPANY)
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BRADY CORPORATION
IMTC ACQUISITION CORP.
(NAMES OF FILING PERSONS - OFFERORS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
452909-10-4
(CUSIP NUMBER OF CLASS OF SECURITIES)
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THOMAS E. SCHERER
BRADY CORPORATION
6555 WEST GOOD HOPE ROAD
MILWAUKEE, WI 53223
(414) 358-6600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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COPY TO:
CONRAD G. GOODKIND, ESQ.
QUARLES & BRADY LLP
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 277-5000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION: $22,134,156* AMOUNT OF FILING FEE: $4,426.84
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* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of 1,844,513 shares of common
stock, par value $0.01 per share of Imtec Inc., a Delaware corporation
(the "Company"), on a fully diluted basis (consisting of 1,635,313
shares currently issued and outstanding plus an additional 209,200
shares issuable upon exercise of outstanding options) at $12.00 in cash
per share. The amount of the filing fee, calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the transaction.
|_| 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: NOT APPLICABLE
FORM OR REGISTRATION NO.: NOT APPLICABLE
FILING PARTY: NOT APPLICABLE
DATE FILED: NOT APPLICABLE
|_| 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.
|X| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
result of the tender offer: |_|
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CUSIP NO. 452909-10-4 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Brady Corporation
39-0178960
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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7 SOLE VOTING POWER
NUMBER OF
-0-** (984,703 assuming full exercise of the options to
purchase shares of common stock described below.)**
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-** (984,703 assuming full exercise of the options to
purchase shares of common stock described below.)**
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-** (984,703 assuming full exercise of the options to
purchase shares of common stock described below.)**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%** (57.9% of the shares of common stock as computed in accordance with
Rule 13d-3(d)(1)(i) under the Act assuming full exercise of the options to
purchase shares of common stock described below.)**
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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** On December 9, 1999, Brady Corporation, a Wisconsin corporation ("Brady"),
entered into a Shareholder Option Agreement ("Shareholder Option Agreement #
1") with certain shareholders of Imtec Inc., a Delaware corporation
("Imtec"), including all of the directors and one executive officer of Imtec
and all but one holder of greater than five percent (5%) of Imtec's common
stock (the "Group Shareholders"), who, in the aggregate, own 875,326 shares
of Imtec common stock, including certain options to purchase shares of Imtec
common stock (the "Group Shares"). In addition, on December 9, 1999, Brady
entered into a second Shareholder Option Agreement ("Shareholder Option
Agreement #2" and together with Shareholder Option Agreement #1, the
"Shareholder Option Agreements"), with the remaining holder of greater than
5% of Imtec common stock (the "Individual Shareholder" and together with the
Group Shareholders, the "Shareholders") with respect to 109,377 shares of
Imtec common stock (the "Individual Shares" and together with the Group
Shares, the "Shares"), which constitute a portion of the shares of Imtec
common stock owned by such holder. Pursuant to the Shareholder Option
Agreements, the Shareholders have (i) granted Brady an option to purchase
their Shares at an exercise price $12.00 per Share (subject to adjustment in
certain circumstances) exercisable upon the occurrence of certain events
specified in the Shareholder Option Agreements, (ii) agreed to tender, in
accordance with the terms of the Offer, all of the Option Shares (including
any subsequently acquired Shares with respect to the Group Shareholders) and
(iii) irrevocably granted to, and appointed Brady proxy and attorney-in-fact
to vote the Shares with respect to certain matters. The Shareholder Option
Agreements are described in Section 10 of the Offer to Purchase dated as of
February 22, 2000 filed as Exhibit(a)(1) to this Schedule TO.
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CUSIP NO. 452909-10-4 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
IMTC Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1. SUMMARY TERM SHEET
The information set forth in the "Summary Term Sheet" of the Offer to
Purchase, dated February 22, 2000 (the "Offer to Purchase"), a copy of which is
filed as Exhibit (a)(1) hereto, is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the subject company is Imtec Inc., a Delaware
corporation (the "Company"). The information set forth in Section 7 ("Certain
Information Concerning The Company") of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in "Introduction" of the Offer to
Purchase is incorporated herein by reference
(c) The information set forth in Section 6 ("Price Range Of Shares;
Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) The name of each of the filing persons are Brady Corporation, a
Wisconsin corporation ("Parent"), and IMTC Acquisition Corp., a Delaware
corporation and indirect, wholly owned subsidiary of Parent (the "Purchaser").
The information set forth in Section 8 ("Certain Information Concerning Parent
And The Purchaser") and "Schedule I" of the Offer to Purchase is incorporated
herein by reference.
(b)-(c) The information set forth in "Introduction," Section 8
("Certain Information Concerning Parent And The Purchaser") and Schedule I of
the Offer to Purchase is incorporated herein by reference. During the past five
years, neither the Purchaser, Parent, nor any of the persons listed in Schedule
I of the Offer to Purchase has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to any
judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding of any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in "Summary Term Sheet," "Introduction,"
Section 1 ("Terms Of The Offer; Expiration Date"), Section 2 ("Acceptance For
Payment And Payment For Shares"), Section 3 ("Procedures For Accepting The Offer
And Tendering Shares"), Section 4 ("Withdrawal Rights"), Section 5 ("Certain
Federal Income Tax Consequences") and Section 14 ("Certain Conditions Of The
Offer") of the Offer to Purchase is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a)-(b) The information set forth in "Summary Term Sheet,"
"Introduction," Section 8 ("Certain Information Concerning Parent And The
Purchaser"), Section 10 ("Background Of The Offer; Contacts With The Company;
The Merger Agreement; Shareholder Option Agreements") and Section 11 ("Purpose
Of The Offer; Plans For The Company After The Offer And The Merger") of the
Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) and (c)(1)-(7) The information set forth in "Summary Term Sheet,"
"Introduction," Section 6 ("Price Range Of Shares; Dividends"), Section 10
("Background Of The Offer; Contacts With The Company; The Merger Agreement;
Shareholder Option Agreements"), Section 11 ("Purpose Of The Offer; Plans For
The Company After The Offer And the Merger") and Section 13 ("Effect Of The
Offer On The Market For The Shares; Nasdaq Listing And Exchange Act
Registration") of the Offer to Purchase is incorporated herein by reference.
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth in "Summary Term Sheet," "Introduction"
and Section 9 ("Financing Of The Offer And The Merger") of the Offer to Purchase
is incorporated herein by reference.
(b) None.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The information contained in Items 7, 9, and 11 of the cover pages
hereto is incorporated herein by reference. The information set forth in the
"Introduction," Section 10 ("Background Of The Offer; Contacts With The Company;
The Merger Agreement; Shareholder Option Agreements") and Schedule I of the
Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the "Introduction," Section 10
("Background Of The Offer; Contacts With The Company; The Merger Agreement;
Shareholder Option Agreements")and Schedule I of the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in Section 16 ("Fees And Expenses") of
the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
(a) Not Applicable.
(b) Not Applicable.
ITEM 11. ADDITIONAL INFORMATION
(a) The information contained in Section 14 ("Certain Conditions Of
The Offer") and Section 15 ("Certain Regulatory And Legal Matters") of the
Offer to Purchase are incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS
(a)(1) - Offer to Purchase, dated February 22, 2000.
(a)(2) - Form of Letter of Transmittal, dated February 22, 2000.
(a)(3) - Form of Notice of Guaranteed Delivery.
(a)(4) - Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) - Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) - Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) - Text of Press Release, dated February 11, 2000. (Incorporated herein
by reference to Exhibit (a)(1) of Schedule TO filed with the Commission
by Brady Corporation and IMTC Acquisition Corp. on February 11, 2000.)
(a)(8) - Text of Press Release, dated December 9, 1999. (Incorporated herein
by reference to Exhibit (a)(2) of Schedule TO filed with the Commission
by Brady Corporation and IMTC Acquisition Corp. on February 11, 2000.)
(a)(9) - Solicitation/Recommendation Statement on Schedule 14D-9 of the
Company, dated February 22, 2000. (Incorporated herein by reference to
Schedule 14D-9 filed by Imtec Inc. with the Commission on February 22,
2000.)
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(b) - Not Applicable.
(d)(1) - Agreement and Plan of Merger, dated as of February 11, 2000, by and
among Brady Corporation, IMTC Acquisition Corp. and Imtec Inc.
(d)(2) Shareholder Option Agreement, dated December 9, 1999, among Brady
Corporation and the persons listed on Schedule I of such Agreement.
(Incorporated herein by reference to Exhibit 1 of Schedule 13D filed
with the Commission by Brady Corporation on December 20, 1999.)
(d)(3) - Shareholder Option Agreement, dated December 9, 1999, between Brady
Corporation and Laifer Capital Management, Inc. (Incorporated herein by
reference to Exhibit 2 of Schedule 13D filed with the Commission by
Brady Corporation on December 20, 1999.)
(d)(4) - Confidentiality Agreement, dated November 2, 1999, between Brady
Corporation and Imtec Inc.
(g) - Not Applicable.
(h) - Not Applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
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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.
Dated: February 22, 2000
IMTC Acquisition Corp.
BY: /s/ Frank M. Jaehnert
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Frank M. Jaehnert, Vice President
and Treasurer
BRADY CORPORATION.
BY: /s/ Frank M. Jaehnert
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Frank M. Jaehnert, Vice President
and Chief Financial Officer
S-1
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EXHIBIT INDEX
EXHIBIT
NO.
(a)(1) - Offer to Purchase, dated February 22, 2000.
(a)(2) - Form of Letter of Transmittal, dated February 22, 2000.
(a)(3) - Form of Notice of Guaranteed Delivery.
(a)(4) - Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) - Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) - Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) - Text of Press Release, dated February 11, 2000. (Incorporated herein
by reference to Exhibit (a)(1) of Schedule TO filed with the Commission
by Brady Corporation and IMTC Acquisition Corp. on February 11, 2000.)
(a)(8) - Text of Press Release, dated December 9, 1999. (Incorporated herein
by reference to Exhibit (a)(2) of Schedule TO filed with the Commission
by Brady Corporation and IMTC Acquisition Corp. on February 11, 2000.)
(a)(9) - Solicitation/Recommendation Statement on Schedule 14D-9 of the Company,
dated February 22, 2000. (Incorporated herein by reference to Schedule
14D-9 filed by Imtec Inc. with the Commission on February 22, 2000.)
(b) - Not Applicable.
(d)(1) - Agreement and Plan of Merger, dated as of February 11, 2000, by and
among Brady Corporation, IMTC Acquisition Corp. and Imtec Inc.
(d)(2) - Shareholder Option Agreement, dated December 9, 1999, among Brady
Corporation and the persons listed on Schedule I of such Agreement.
(Incorporated herein by reference to Exhibit 1 of Schedule 13D filed
with the Commission by Brady Corporation on December 20, 1999.)
(d)(3) - Shareholder Option Agreement, dated December 9, 1999, between Brady
Corporation and Laifer Capital Management, Inc. (Incorporated herein by
reference to Exhibit 2 of Schedule 13D filed with the Commission by
Brady Corporation on December 20, 1999.)
(d)(4) - Confidentiality Agreement, dated November 2, 1999, between Brady
Corporation and Imtec Inc.
(g) - Not Applicable.
(h) - Not Applicable.
EI-1