UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
MOLECULAR DIAGNOSTICS, INC.
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(Name of Subject Company (issuer))
MOLECULAR DIAGNOSTICS, INC.
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(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, par value $0.001
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
Peter P. Gombrich
President
Molecular Diagnostics, Inc.
414 North Orleans Street, Suite 510
Chicago, Illinois 60610
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Robert J. Minkus, Esq.
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5500
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: |X|
This Final Amendment to Schedule TO amends and supplements the Schedule TO
originally filed on November 20, 2001, as amended by Amendment No. 1 on December
19, 2001 (as so amended, the "Statement") relating to the offer by Molecular
Diagnostics, Inc., a Delaware corporation ("Molecular Diagnostics"), to exchange
(the "Exchange Offer") 1/25 (one twenty-fifth) of a share of Series E
convertible preferred stock, par value $0.001, of Molecular Diagnostics for each
share of common stock, par value $0.001, of Molecular Diagnostics outstanding on
November 16, 2001. Molecular Diagnostics made the Exchange Offer based on the
terms and conditions set forth in the Offering Circular, dated December 18, 2001
(the "Offering Circular") and in the related letter of transmittal. Copies of
the Offering Circular and the letter of transmittal were previously filed with
the Statement as exhibits (a)(1) and (a)(2), respectively.
ITEMS 4 AND 11.
Items 4 and 11 of the Statement are hereby amended and supplemented as follows:
The Exchange Offer expired at 5:00 p.m., New York City time, on December 28,
2001.
Molecular Diagnostics accepted for exchange 10,859,088 shares of its common
stock. In exchange for the accepted shares of common stock, Molecular
Diagnostics will issue approximately 434,363 shares of its Series E convertible
preferred stock.
ITEM 12.
Item 12 of the Statement is hereby amended and supplemented as follows:
(a)(8) Press Release dated January 21, 2002.
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.
Date: January 23, 2002
By: /s/ PETER P. GOMBRICH
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Peter P. Gombrich
President
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