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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
KENTEK INFORMATION SYSTEMS, INC.
(NAME OF THE ISSUER)
KE ACQUISITION CORP.
PHILIP W. SHIRES
DONALD W. SHIRES
RENEE BOND
(NAME OF THE PERSONS FILING STATEMENT)
COMMON STOCK $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
490807104
(CUSIP NUMBER OF CLASS OF SECURITIES)
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PHILIP W. SHIRES
KE ACQUISITION CORP.
2945 WILDERNESS PLACE
BOULDER, COLORADO 80301
TELEPHONE: (303) 440-5500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
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COPY TO:
JAMES H. CARROLL, ESQ. THOMAS R. STEPHENS, ESQ.
COOLEY GODWARD LLP BARTLIT BECK HERMAN PALENCHAR & SCOTT
2595 CANYON BOULEVARD, SUITE 250 511 SIXTEENTH STREET
BOULDER, COLORADO 80302 DENVER, COLORADO 80202
TELEPHONE: (303) 546-4000 TELEPHONE: (303) 592-3100
This statement is filed in connection with (check the appropriate box):
[X] (a) The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Act of
1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
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CALCULATION OF FILING FEE:
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$38,168,420 $7,633.68
* For purposes of calculating the fee only. The amount assumes the
purchase of 4,604,152 shares of Common Stock, par value $.01 per share,
of Kentek Information Systems, Inc. at $8.29 net in cash per share for
shares not owned by the persons filing this statement.
** The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934 equals 1/50th of 1% of
the value of the shares to be purchased.
[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: Filing Parties:
$7,633.68 KE Acquisition Corp.
Philip W. Shires
Form or Registration No.:
Preliminary Schedule 13E-3 Date Filed: June 6, 1999
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INTRODUCTION
This Rule 13E-3 Transaction Statement (the "Schedule 13E-3") relates to a
Merger Agreement, dated as of May 14, 1999 (as amended from time to time, the
"Merger Agreement"), among Kentek Information Systems, Inc., a Delaware
corporation ("Kentek"), and KE Acquisition Corp., a Delaware corporation ("KE
Acquisition"), pursuant to which KE Acquisition will merge with and into Kentek
(the "Merger"). A copy of the Merger Agreement is filed as Annex A to the Proxy
Statement on Schedule 14A (the "Proxy Statement") filed by Kentek with the
Securities and Exchange Commission (the "Commission") on the date hereof. This
Schedule 13E-3 is being filed by KE Acquisition, Philip W. Shires, Donald W.
Shires and Renee Bond (collectively, the "Schedule 13E-3 Filing Parties").
Philip W. Shires, the President and Chief Executive Officer and a member of the
Board of Directors of Kentek, is the sole stockholder, officer and director of
KE Acquisition. Donald W. Shires and Renee Bond are employees of Kentek who will
likely purchase significant equity interests in Kentek after the consummation of
the Merger.
The following responses and cross-references are being supplied pursuant to
General Instruction F to Schedule 13E-3 and show the locations in the Proxy
Statement (including all annexes and appendices thereto) of the information
required to be included in response to the items of this Schedule 13E-3. The
information set forth in the Proxy Statement, including all exhibits thereto, is
hereby expressly incorporated herein by reference and the responses to each item
of this Schedule 13E-3 are qualified in their entirety by reference to the
information contained in the Proxy Statement and the exhibits thereto.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) Kentek is the issuer of the securities subject to this Schedule 13E-3.
The information set forth in the cover page to the Proxy Statement and the
section entitled "Summary--The Company" is incorporated herein by reference.
(b) The information set forth in the cover page to the Proxy Statement and
in the sections entitled "Price of the Common Stock" and "The Special
Meeting--Record Date; Stock Entitled to Vote; Quorum; Voting at the Special
Meeting" is incorporated herein by reference.
(c)-(d) The information set forth in the section entitled "Price of the
Common Stock" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the section entitled "Special
Factors--Relevant Background Information" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is being filed by the Schedule 13E-3 Filing
Parties. See "Buyer." The information set forth in the cover page to the Proxy
Statement and in the sections entitled "Summary--The Buyer," "--The Company,"
"Buyer," and Annex D to the Proxy Statement is incorporated herein by reference.
(e)-(f) Neither Kentek nor any of the Schedule 13E-3 Filing Parties, or to
the best knowledge of the officers and directors of KE Acquisition and Kentek,
any of the persons listed in Annex D to the Proxy Statement has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been a party to a civil proceeding that
resulted in a judgment, decree or final order finding any violation of U.S. or
state securities laws or enjoining further violations of, or prohibiting
activities to, any such law.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in the sections entitled "Background of
the Merger--Background of the Proposed Merger Transaction," "--Certain
Transactions," and "Special Factors--Certain Effects of the Transaction" is
incorporated herein by reference.
(2) The information set forth in the sections entitled "Special Factors"
and "Background of the Merger" is incorporated herein by reference.
(b) The information set forth in the sections entitled "Special Factors,"
"Background of the Merger--Background of the Proposed Merger Transaction," and
"--Plans For Kentek After the Merger; Conduct of the Business of Kentek if the
Merger is not Consummated" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth in the sections entitled "Certain
Provisions of the Merger Agreement," "The Merger," "Special Factors--Certain
Effects of the Transaction," "Background of the Merger--Background of the
Proposed Merger Transaction" and "--Plans for Kentek After the Merger; Conduct
of the Business of Kentek if the Merger is not Consummated" is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the sections entitled "Special
Factors--Certain Effects of the Transaction," "Background of the Merger--Plans
for Kentek After the Merger; Conduct of the Business of Kentek if the Merger is
not Consummated," "The Merger," "Certain Provisions of the Merger Agreement" and
"Price of Kentek Common Stock" is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(d) The information set forth in the sections entitled "The
Merger--Merger Financing" and "Certain Provisions of the Merger
Agreement--Payment of Fees and Expenses" is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the sections entitled "Special
Factors--Purpose of the Merger," "--Alternative Strategic Transactions
Considered by Kentek" and "Background of the Merger--Plans For Kentek After the
Merger; Conduct of the Business of Kentek if the Merger is not Consummated" is
incorporated herein by reference.
(d) The information set forth in the sections entitled "The Merger--Certain
Federal Income Tax Consequences," "--Merger Consideration," "--Accounting
Treatment," "Certain Provisions of the Merger Agreement--Structure; Timing,"
"--Employee and Director Stock Options," "--Conversion of Shares,"
"--Consequences of the Merger" and "Special Factors--Certain Effects of the
Transaction" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "Special
Factors--Purpose of the Merger" and "--Reasons of Kentek for the Merger;
Fairness of the Merger" is incorporated herein by reference.
(b) The information set forth in the sections entitled "Special
Factors--Relevant Background Information," "--Purpose of the Merger," "--Reasons
of Kentek for the Merger; Fairness of the Merger," "Background of the
Merger--Background of the Proposed Merger Transaction" and "--Opinion of
Financial Advisor to the Special Committee" is incorporated herein by reference.
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(c) The information set forth in the section entitled "The Special
Meeting--Required Votes" is incorporated herein by reference.
(d) The information set forth in the sections entitled "Background of the
Merger--Opinion of Financial Advisor to the Board and the Special Committee,"
"--Background of the Proposed Merger Transaction" and "Special Factors--Reasons
of Kentek for the Merger; Fairness of the Merger" is incorporated herein by
reference.
(e) The information set forth in the cover page to the Proxy Statement and
in the sections entitled "Background of the Merger--Recommendation of the
Special Committee and the Board of Directors" is incorporated herein by
reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in the sections entitled "Background of the
Merger--Background of the Proposed Merger Transaction," "--Opinion of Financial
Advisor to the Board and the Special Committee" and "--Analyses Performed by the
Financial Advisor to the Board and the Special Committee" is incorporated herein
by reference.
(b)(1)-(5) The information set forth in the sections "Background of the
Merger--Background of the Proposed Merger Transaction," "--Opinion of Financial
Advisor to the Board and the Special Committee" and "--Analyses Performed by the
Financial Advisor to the Board and the Special Committee" is incorporated herein
by reference.
(b)(6) The information set forth in the section entitled "Background of the
Merger--Opinion of Financial Advisor to the Board and the Special Committee" and
"--Analyses Performed by the Financial Advisor to the Board and the Special
Committee" is incorporated herein by reference.
(c) The information set forth in the sections entitled "Available
Information" and "Background of the Merger--Opinion of Financial Advisor to the
Board and the Special Committee" is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the sections entitled "Security Ownership
of Certain Beneficial Owners and Management," "The Merger--Interests of Certain
Persons in the Merger" and Annex D to the Proxy Statement is incorporated herein
by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the sections entitled "Background of the
Merger--Background of the Proposed Merger Transaction," "The Merger--Merger
Financing" and "Certain Provisions of The Merger Agreement" is incorporated
herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) The information set forth in the sections entitled "Summary--The
Special Meeting," "--Security Ownership of Management," "The Merger--Interests
of Certain Persons in The Merger" and "The Special Meeting--Required Votes" is
incorporated herein by reference.
(b) The information set forth in the sections entitled "Special
Factors--Purpose of the Merger," "--Reasons of Kentek for the Merger; Fairness
of the Merger," "Background of the Merger--Recommendation of the Special
Committee and the Board of Directors," and "--Background of the Proposed Merger
Transaction" is incorporated herein by reference.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "Appraisal Rights,"
"The Special Meeting--Appraisal Rights" and "Annex C--Section 262 of the
Delaware General Corporation Law" is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. CONSOLIDATED FINANCIAL STATEMENTS.
(a)(1) The information set forth in the section entitled "Annex E--Annual
Report on Form 10-K for the Fiscal Year Ended June 30, 1998" is incorporated
herein by reference.
(2) The information set forth in the section entitled "Annex F--Quarterly
Report on Form 10-Q for the Period Ended March 31, 1999" is incorporated herein
by reference.
(3)-(4) The information set forth in the section entitled "Selected
Consolidated Financial Data of Kentek" is incorporated herein by reference.
(b)(1)-(3) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the sections entitled "Background of the
Merger--Background of the Proposed Merger Transaction" and "The Special
Meeting--Solicitation of Proxies" is incorporated herein by reference.
(b) The information set forth in the sections entitled "The Special
Meeting--Solicitation of Proxies" and "Certain Provisions of the Merger
Agreement--Payment of Fees and Expenses," is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional Information is set forth in the Proxy Statement which is
incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
The Exhibit Index attached to this Transaction Statement is incorporated
herein by reference.
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF THE
UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.
Dated: September 28, 1999 KE ACQUISITION CORP.
By: /s/ Philip W. Shires
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Name: Philip W. Shires
Title: President
/s/ PHILIP W. SHIRES
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PHILIP W. SHIRES
/s/ DONALD W. SHIRES
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DONALD W. SHIRES
/s/ RENEE BOND
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RENEE BOND
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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17(a) Not Applicable
17(b)(1) Fairness Opinion of Janney Montgomery Scott (incorporated
herein by reference to Annex B to the Proxy Statement
filed as Exhibit 17(d)(1) hereto).
17(b)(2) Presentation to the Special Committee and Board of
Directors of Kentek Information Systems, Inc., by Janney
Montgomery Scott, dated May 14, 1999.
17(b)(3) Supplemental Presentation to the Special Committee and
Board of Directors of Kentek Information Systems, Inc.,
by Janney Montgomery Scott, dated August 13, 1999.
17(b)(4) Supplemental Presentation to the Special Committee and
Board of Directors of Kentek Information Systems, Inc.,
by Janney Montgomery Scott, dated September 10, 1999.
17(c)(1) Merger Agreement, dated as of May 14, 1999, among Kentek
and KE Acquisition (incorporated herein by reference to
Annex A to the Proxy Statement filed as Exhibit 17(d)(1)
hereto).
17(c)(2) Commitment Letter, dated as of April 19, 1999, among KE
Acquisition and US Bank, N.A.
17(d)(1) Definitive Proxy Statement (filed herewith).
17(e) Section 262 of the Delaware General Corporation Law
(incorporated herein by reference to Annex C to the Proxy
Statement filed as Exhibit 17(d)(1) hereto).
17(f) Not applicable.
vi.