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CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
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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)
MOTORVAC TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
620105 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
LEE W. MELODY
MOTORVAC TECHNOLOGIES, INC.
1431 S. VILLAGE WAY
SANTA ANA, CALIFORNIA 92705
(714) 558-4822
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)
COPY TO:
BARRY D. FALK
JEFFERS, SHAFF & FALK, LLP
18881 VON KARMAN AVENUE, SUITE 1400
IRVINE, CALIFORNIA 92612
(949) 660-7700
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$5,642,582 $1,129
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* Determined pursuant to Rule 0-11(b)(1).
Assumes the purchase of 1,612,166 shares at $3.50 per share.
[ ] Check the 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: Not applicable. Filing Party: Not applicable.
Form or Registration No: Not applicable. Date Filed: Not applicable.
[ ] 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:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] 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 results of
the tender offer: [ ]
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This Tender Offer Statement on Schedule TO is related to the offer by
MotorVac Technologies, Inc., a Delaware corporation (the "Company"), to purchase
up to 1,612,166 shares (or such lesser number of shares that are properly
tendered) of its common stock, $0.01 par value per share, at a purchase price of
$3.50 per share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 3,
2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which
together with any amendments or supplements thereto, collectively constitute the
"Offer"). This Tender Offer Statement on Schedule TO is intended to satisfy the
reporting requirements of Section 13(e) of the Securities Exchange Act of 1934,
as amended.
The information set forth in the Offer to Purchase and the related Letter
of Transmittal, copies of which are filed with this Schedule TO as Exhibits
(a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated herein by
reference to answer all the items in this Schedule TO except those items as to
which information is specifically provided herein.
ITEM 12. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(i) Offer to Purchase, dated August 3, 2000.
(a)(1)(ii) Letter of Transmittal together with Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(iii) Letter to Stockholders from Lee W. Melody, the Company's
President and Chief Executive Officer, dated August 3, 2000.
(a)(1)(iv) Notice of Guaranteed Delivery of Shares of Common Stock.
(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5)(ii) Press Release, dated August 3, 2000.
(b) Commitment Letter, dated July 25, 2000, between Comerica
Bank -- California and the Company.
(c) Opinion of FMV Opinions, Inc., dated August 1, 2000
(included as Exhibit A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
(d) Shareholders Agreement, dated July 31, 2000, between the
Company and certain shareholders of the Company.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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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.
MotorVac Technologies, Inc.
By: /s/ LEE W. MELODY
Name: Lee W. Melody
Title: President and Chief Executive
Officer
Dated: August 3, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(i) Offer to Purchase, dated August 3, 2000.
(a)(1)(ii) Letter of Transmittal together with Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(iii) Letter to Stockholders from Lee W. Melody, the Company's
President and Chief Executive Officer, dated August 3, 2000.
(a)(1)(iv) Notice of Guaranteed Delivery of Shares of Common Stock.
(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5)(ii) Press Release, dated August 3, 2000.
(b) Commitment Letter, dated July 25, 2000, between Comerica
Bank -- California and the Company.
(c) Opinion of FMV Opinions, Inc., dated August 1, 2000
(included as Exhibit A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
(d) Shareholders Agreement, dated July 31, 2000, between the
Company and certain shareholders of the Company.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.