SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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AMASYS CORPORATION
(Name of Subject Company)
SUTTER OPPORTUNITY FUND 3, LLC; MACKENZIE PATTERSON FULLER, LP
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP MacKenzie Patterson Fuller, LP
1640 School Street 1640 School Street
Moraga, California 94556 Moraga, California 94556
(925) 631-9100 ext.224 (925) 631-9100 ext. 206
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$110,368 $11.81
* For purposes of calculating the filing fee only. Assumes the purchase
of 2,207,350 Shares at a purchase price equal to $0.05 per Share in
cash.
[ ] 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:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] 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: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
Sutter Opportunity Fund 3, LLC; and MacKenzie Patterson Fuller, LP.
(collectively the "Purchasers") to purchase up to all of the 2,207,350 shares of
common stock outstanding as of the date of the Offer (the "Shares") in AMASYS
Corporation (the "Corporation"), the subject company, at a purchase price equal
to $0.05 per Share, less the amount of any dividends declared or made with
respect to the Shares between March 8, 2006 (the "Offer Date") and April 19,
2006 or such other date to which this Offer may be extended (the "Expiration
Date"), upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 8, 2006 (the "Offer to Purchase") and the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively. As noted above, the Offer price would be subject to reduction for
dividends made or declared prior to the Expiration Date. Any dividends made or
declared after the Expiration Date, by the terms of the Offer and as set forth
in the Letter of Transmittal, would be assigned by tendering Shareholders to the
Purchasers.
In the event of a price reduction resulting from a Corporation dividend
declared or made after the Offer Date and before the Expiration Date, as
described above, the Purchasers will file an amendment to this Schedule TO
reflecting such reduction and will, to the extent necessary, extend the
Expiration Date to assure there is a minimum ten business day period following
the amendment before the Offer expires.
Tender of Shares will include the tender of any and all securities into
which the Shares may be converted and any securities distributed with respect to
the Shares from and after the Offer Date.
The Corporation had 669 holders of record owning an aggregate of
2,207,350 Shares as of September 30, 2005, according to its Annual Report on
Form 10-K for the fiscal year ending December 31, 2004. The Purchasers and their
affiliates currently beneficially own no Shares. The Purchasers and their
Affiliates do own a total of 196,000 shares of the Company's 5% Series "A"
convertible preferred stock ("Preferred Stock"), which is convertible into
1,960,000 of the Shares, which would equal approximately 47% of the outstanding
Shares if fully converted by the Purchasers. Accordingly, the Shares subject to
the Offer constitute 100% of the outstanding Shares and approximately 53% of the
Shares that would be outstanding upon conversion of the Preferred Stock.
Consummation of the Offer, if all Shares sought are tendered, would require
payment by the Purchasers of up to $110,368 in aggregate purchase price, which
the Purchasers intend to fund out of their current working capital.
The address of the Corporation's principal executive offices is 625 N.
Washington Street, Suite 301, Alexandria, Virginia 22314, and its phone number
is (703) 797-8111.
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 Statement.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated March 8, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated March 8, 2006
(a)(4) Form of advertisement in Investor's Business Daily
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
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Not applicable.
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SIGNATURES
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.
Dated: March 8, 2006
Sutter Opportunity Fund 3, LLC and
MacKenzie Patterson Fuller, LP
By: /s/ Robert E. Dixon
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Robert E. Dixon, Senior Vice President of Manager or
General Partner of each filing person
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EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated March 8, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated March 8, 2006
(a)(4) Form of advertisement in Investor's Business Daily