SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT
AMENDMENT NO. 1
COMMAND SYSTEMS, INC.
(Name of Subject Company (Issuer))
ICICI INFOTECH INC.
ICICI ACQUISITION CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
200903-10-2
(CUSIP Number of Class of Securities)
------------------------
V. Srinivasan
Managing Director & Chief
Executive Officer
ICICI Infotech Inc.
450 Raritan Center Parkway
Edison, New Jersey 08837
(732) 225-4242
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and
Communications on behalf of Filing Persons)
COPY TO:
Cheryl V. Reicin, Esq.
McDermott, Will & Emery
50 Rockefeller Plaza
New York, New York 10020-1605
(212) 547-5400
CALCULATION OF FILING FEE
TRANSACTION VALUATION*: AMOUNT OF FILING FEE:
$39,799,935 $7,960
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* Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all outstanding shares of common stock,
par value $0.01 per share of Command Systems, Inc. (the "Common Stock" or the
"Shares"), at a price per Share of $5.00 in cash, and of all outstanding
options to acquire Shares, at a price per Share of $5.00 in cash less the
exercise price for each such option. As of January 26, 2001, there were (i)
7,659,665 Shares outstanding and (ii) outstanding options to acquire 633,106
Shares from the Company with exercise prices of below $5.00 per Share at an
average exercise price of approximately $2.63. 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(th) of one percent of the value of the
transaction.
[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:
Form or registration no.: $7,960.00
Schedule TO, File no. 5-56865
Filing Party: ICICI Acquisition Corporation and ICICI
Infotech Inc.
Date Filed: February 12, 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 filed on February 22, 2001 amends and supplements the
Tender Offer Statement on Schedule TO filed on February 12, 2001 (the "Schedule
TO") relating to the third-party tender offer by ICICI Acquisition Corporation,
a Delaware corporation ("Purchaser"), a wholly owned subsidiary of ICICI
Infotech Inc., a Delaware corporation ("Parent"), an indirect majority owned
subsidiary of ICICI Limited, a corporation organized under the laws of India, to
purchase all of the issued and outstanding shares of common stock, par value
$0.01 per share (the "Common Stock" or the "Shares"), of Command Systems, Inc.,
a Delaware corporation (the "Company"), at a purchase price of $5.00 per 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 February 12, 2001
(the "Offer to Purchase"), a copy of which is attached to the Schedule TO as
Exhibit (a)(1)(A), and in the related Letter of Transmittal (the "Letter of
Transmittal"), a copy of which is attached to the Schedule TO as Exhibit
(a)(1)(B) (which, together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the "Offer"). Capitalized terms used
and not defined herein shall have the meanings assigned to such terms in the
Offer to Purchase and the Schedule TO.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Amendment No. 1 to Schedule TO, except as
otherwise set forth below.
ITEM 1. SUMMARY TERM SHEET.
Item 1 of the Schedule TO is hereby amended by adding to the Offer to
Purchase the following sentence immediately after the second sentence of the
paragraph under the caption "Summary Term Sheet -- Do you have the financial
resources to make payment?": "None of such existing resources include
borrowings."
Item 1 of the Schedule TO is hereby amended further by revising the Offer
to Purchase to replace the last paragraph under the caption "Summary Term Sheet
- -- Can the offer be extended and under what circumstances?" with the following
paragraph:
"In addition, if all conditions to the offer have been satisfied or waived
but less than 90% of the outstanding shares of Command Systems have been validly
tendered and not withdrawn, we may extend the offer for one additional period of
not less than three nor more than 20 business days, provided that we shall
promptly accept and pay for all securities tendered prior to the date of such
extension, shall otherwise meet the requirements of subsequent offering periods
under the Securities Exchange Act of 1934 in connection with such extension and
shall waive any condition to the consummation of the Merger other than the
condition to obtain material government filings and consents."
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended by revising the Offer to
Purchase to replace the first sentence under the caption "1. Terms of the
Offer." with the following sentence: "Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), Purchaser will accept
for payment and pay for all Shares which are validly tendered and not withdrawn
on or prior to the Expiration Date, promptly after the Expiration Date (the
"Offering Period")."
Item 4 of the Schedule TO is hereby amended further by revising the Offer
to Purchase to replace the first sentence of the fifth paragraph under the
caption "1. Terms of the Offer." with the following sentence: "In addition, if
all conditions to the Offer have been satisfied or waived but less than 90% of
the outstanding shares of Command Systems have been validly tendered and not
withdrawn, Purchaser may extend the Offer for one additional period of not less
than three nor more than 20 business days, provided that Purchaser shall,
promptly accept and pay for all securities tendered prior to the date of such
extension, shall otherwise meet the requirements of Rule 14d-11 under the
Exchange Act in connection with such extension and shall waive any condition to
the consummation of the Merger other than the condition to obtain material
government filings and consents that may fail to be satisfied during such
extension."
Item 4 of the Schedule TO is hereby amended further by revising the Offer
to Purchase to replace the first sentence under the caption "4. Acceptance
for Payment and Payment for Shares." with the following sentence: "Upon the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any extension or amendment
thereto), Purchaser will accept for payment and will pay for all Shares validly
tendered prior to the Expiration Date and not withdrawn, promptly after the
Expiration Date."
Item 4 of the Schedule TO is hereby amended further by revising the Offer
to Purchase to replace the fourth paragraph under the caption "4. Acceptance
for Payment and Payment for Shares." with the following paragraph:
"If any tendered Shares are not accepted for payment and paid for, a
certificate(s) representing such Shares will be returned (or, in the case of
Shares delivered by book-entry transfer with DTC as permitted by Section 2
("Procedure for Accepting the Offer and Tendering Shares"), such Shares will be
credited to an account maintained with DTC) without expense to the tendering
stockholder promptly following the expiration or termination of the Offer."
-2-
Item 4 of the Schedule TO is hereby amended further by revising the Offer
to Purchase to replace the third sentence of the last paragraph under the
caption "7. Certain Information Concerning the Company. -- Certain Projections"
with the following sentence: "These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from the projections."
Item 4 of the Schedule TO is hereby amended further by adding to the Offer
to Purchase the following sentence immediately after the last sentence of the
last paragraph under the caption "7. Certain Information Concerning the Company.
- -- Certain Projections": "Notwithstanding the foregoing, the Private Securities
Litigation Reform Act of 1995 does not apply to statements made in connection
with the Offer. Accordingly, none of Purchaser, Parent, ICICI Limited nor the
Company are entitled to the safe harbor protections provided by such act with
respect to this disclosure."
Item 4 of the Schedule TO is hereby amended further by adding to the Offer
to Purchase the following sentence immediately after the last sentence of the
penultimate paragraph under the caption "15. Certain Conditions of the Offer.":
"Notwithstanding the foregoing, all conditions to the Offer, other than those
dependent upon the receipt of necessary governmental approvals, will be
satisfied or waived on or before the expiration of the Offer."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 7 of the Schedule TO is hereby amended by adding to the Offer to
Purchase the following statement immediately after the second sentence of the
paragraph under the caption "9. Source and Amount of Funds.": "None of such
existing resources include borrowings."
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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.
ICICI Infotech Inc.
By: /s/ V. Srinivasan
-----------------------------------------
Name: V. Srinivasan
Title: Managing Director
ICICI Acquisition Corporation
By: /s/ V. Srinivasan
-----------------------------------------
Name: V. Srinivasan
Title: Managing Director & Chief Executive
Officer
Date: February 22, 2001