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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
PSC INC.
(Name of Subject Company)
PSC INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(including the associated Preferred Share Purchase Rights)
(Title of Class of Securities)
69361E107
(CUSIP Number of Class of Securities)
William J. Woodard
Vice President, Chief Financial Officer and Treasurer
PSC Inc.
675 Basket Road
Webster, New York 14580
Telephone: (716) 265-1600
Facsimile: (716) 265-6409
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement)
With copies to:
Winthrop G. Minot, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624
Telephone: (617) 951-7000
Facsimile: (617) 951-7050
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[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
June 19, 2000 by PSC Inc., a New York corporation (the "Company"), relating to
the offer by Mohawk Acquisition Corp. to purchase (i) all outstanding shares of
common stock, par value $0.01 per share ("Common Stock"), of the Company
including the associated preferred share purchase rights issued pursuant to the
Rights Agreement, dated as of December 30, 1997, as amended, between the Company
and ChaseMellon Shareholder Services, L.L.C., as rights agent, at a purchase
price of $8.45 per share of Common Stock, (ii) all outstanding shares of Series
A Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock"), of
the Company at a purchase price of $105.625 per share and (iii) the warrant,
exercisable prior to July 12, 2006, representing rights to purchase an aggregate
of 180,000 shares of Common Stock, at a purchase price of $0.45 for each
underlying share of Common Stock represented by the warrant, and the warrants
exercisable prior to July 12, 2006, representing rights to purchase an aggregate
of 975,000 shares of Common Stock, at a purchase price of $3.20 for each
underlying share of Common Stock represented by each warrant (collectively,
"Warrants"), in each case net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated June 19, 2000 (the
"Offer to Purchase") and in the related Letters of Transmittal for Common Stock,
Preferred Stock and Warrants, as applicable, copies of which are filed as
Exhibits (a)(1) and (a)(2) through (a)(4), respectively, to the Schedule TO
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). Capitalized terms used and not defined herein shall
have the meanings ascribed to such terms in the Offer to Purchase or in the
Schedule TO.
Item 8. Additional Information
On July 24, 2000, Parent, Purchaser and the Company executed a
Termination Agreement, whereby the parties agreed to terminate the Offer,
effective July 24, 2000. All shares of Common Stock, Preferred Stock and
Warrants tendered in the Offer and not withdrawn will be returned to such
holders.
Item 9. Exhibits
Item 9 is hereby amended by adding the following exhibits.
Exhibit No. Description
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(a)(6) Press Release issued by Parent, Purchaser and the Company on
July 25, 2000.
(e)(4) Termination Agreement, dated as of July 24, 2000, among Parent,
Purchaser and the Company.
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.
PSC Inc.
By: /s/ William J. Woodard
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Name: William J. Woodard
Title: Vice President, Chief Financial
Officer and Treasurer
Dated: July 25, 2000