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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)
(AMENDMENT NO. 2)
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
* Determined pursuant to Rule 0-11(b)(1).
Assumes the purchase of 1,612,166 shares at $3.50 per share.
[X] 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: $1,129. Filing Party: MOTORVAC TECHNOLOGIES, INC.
Form or Registration No: TO. Date Filed: August 3, 2000.
[ ] 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: [X]
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This Amendment No. 2, the final amendment, amends and supplements the
Tender Offer Statement on Schedule TO, dated August 3, 2000, filed by MotorVac
Technologies, Inc., a Delaware corporation (the "Company"), as amended by
Amendment No. 1 to the Schedule TO dated September 13, 2000, filed by the
Company (the "Schedule TO") with the Securities and Exchange Commission relating
to the tender offer by the Company to purchase up to 1,612,166 shares of its
common stock, $0.01 par value per share, tendered pursuant to the tender offer
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"), copies of which were previously
filed as Exhibits (a) (1) (i) and (a) (1) (ii) to the Schedule TO. This is the
Final Amendment to the Schedule TO pursuant to Rule 13e-3(d)(3) and Rule
13e-4(c)(4) under the Securities Exchange Act of 1934, as amended, and is being
filed to report the results of the Offer.
The information set forth in the Offer to Purchase, including all
schedules and exhibits thereto, as amended as set forth in Amendment No. 1 to
the Schedule TO, is hereby expressly incorporated herein by reference in
response to all the Items of the Schedule TO, except as otherwise set forth
below.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby supplemented and amended by adding
the following:
The Offer expired at 5:00 P.M., Eastern Time, on Friday, September 15,
2000 (the "Expiration Date"). Pursuant to the Offer, based on a final report
from U.S. Stock Transfer Corporation, the depositary for the Offer, as of the
Expiration Date, 962,116 Shares were validly tendered and not withdrawn in the
Offer, including Shares subject to guarantee of delivery, representing
approximately 21% of the outstanding shares of common stock of the Company. The
Company purchased the tendered Shares at an aggregate purchase price of
approximately $3,367,406. Following the purchase of the Shares tendered in the
Offer, the Company will have 3,595,900 shares of common stock outstanding.
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
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Name: Lee W. Melody
Title: President and Chief Executive
Officer
Dated: September 27, 2000
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