SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
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.
[X] 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: $11.81
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: March 8, 2006
[ ] 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
[X] 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]
FINAL AMENDMENT TO 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.
The Purchasers are terminating the Offer pursuant to Section 13(c). The
Corporation announced that it is "in the initial stages of determining if it can
liquidate its assets and if so, determining what value could be distributed to
its common stockholders" and that the SEC's questions following its Annual
Report have still yet to be resolved such that it still could not timely file
its Form 10-QSB for the quarter ended December 31, 2005. In the judgment of the
Purchasers, such facts are or will be materially adverse to the Corporation and
to the value of the Shares. Furthermore, the Purchasers have agreed to sell
their preferred shares to a third party effective March 24, 2006. Thus, the
Purchasers and their affiliates no longer own any equity interests in the
Corporation.
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*
(a)(5) Form of Letter to Shareholders dated March 28, 2006
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on March 8, 2006.
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 28, 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
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*
(a)(5) Form of Letter to Shareholders dated March 28, 2006
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on March 8, 2006.