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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. 2)
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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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[_] 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 Amendment No. 2 to Tender Offer Statement on Schedule TO filed
February 3, 2000 (the "Statement") is being filed solely for the purpose of
filing as Exhibit (a)(1)(A) a revised Offer to Purchase.
ITEM 12. Exhibits.
A list of exhibits filed with this Statement is set forth on the Index to
Exhibits immediately following the signature page of this Statement and is
incorporated herein by reference.
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 23, 2000
2
INDEX TO EXHIBITS
Item Description
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(a)(1)(A) Revised 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.