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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
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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TELESOFT CORP.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK
(Title of Class of Securities)
879924 10 8
(CUSIP Number of Class of Securities)
Michael F. Zerbib
President and Chief Executive Officer
Telesoft Corp.
3443 North Central Avenue
Suite 1800
Phoenix, Arizona 85012
(602) 308-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s)
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Copy to:
Edward S. Best
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
(312) 782-0600
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February 4, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
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Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
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$17,250,000 $3,450
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* Calculated solely for purposes of determining the filing fee, based upon the
purchase of 2,300,000 shares at the maximum tender offer price per share of
$7.50.
[_] Check 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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[_] Check box if 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:
[_] Third party tender offer subject to Rule 14d-1.
[X] 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 Tender Offer Statement on Schedule TO relates to the tender offer by
Telesoft Corp., an Arizona corporation (the "Company"), to purchase up to
2,300,000 shares of its common stock at a price, net to the seller in cash, not
greater than $7.50 nor less than $7.00 per share, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated February 4, 2000, and
the related Letter of Transmittal (which, as amended from time to time, together
constitute the "offer").
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed herewith as Exhibits (a)(1)(A) and
(a)(1)(B) hereto, respectively, is incorporated herein by reference in answer to
Items 1 through 11 in this Tender Offer Statement on Schedule TO.
ITEM 12. Exhibits.
Item Description
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(a)(1)(A) Form of Offer to Purchase dated February 4, 2000
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(1)(F) Form of Letter to Stockholders dated February 4, 2000, from the
President and Chief Executive Officer of the Company
(a)(1)(G) Form Direction Form for participants in the Telesoft Corp. Profit
Sharing Plan
(a)(1)(H) Form of Option Election for stock option holders
(a)(1)(I) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(2) - (4) Not applicable.
(a)(5) Press Release issued by the Company dated February 3, 2000.*
(b) Not applicable.
(d) Stock Purchase Agreement dated as of February 2, 2000 between
Joseph W. Zerbib and Telesoft Corp.
(g) Not applicable.
(h) Not applicable.
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*Previously filed.
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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.
TELESOFT CORP.
By: /s/ Michael F. Zerbib
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Name: Michael F. Zerbib
Title: President & Chief Executive Officer
Dated: February 4, 2000
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INDEX TO EXHIBITS
Item Description
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(a)(1)(A) Form of Offer to Purchase dated February 4, 2000....................................
(a)(1)(B) Form of Letter of Transmittal.......................................................
(a)(1)(C) Form of Notice of Guaranteed Delivery...............................................
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees......................................................................
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees..................................................
(a)(1)(F) Form of Letter to Stockholders dated February 4, 2000, from the President and
Chief Executive Officer of the Company..............................................
(a)(1)(G) Form Direction Form for participants in the Telesoft Corp. Profit Sharing Plan......
(a)(1)(H) Form of Option Election for stock option holders....................................
(a)(1)(I) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9............................................................................
(a)(2) - (4) Not applicable.
(a)(5) Press Release issued by the Company dated February 3, 2000.*
(b) Not applicable.
(d) Stock Purchase Agreement dated as of February 2, 2000 between Joseph W.
Zerbib and Telesoft Corp............................................................
(g) Not applicable.
(h) Not applicable.
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*Previously filed.