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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
CSI COMPUTER SPECIALISTS, INC.
(Name of Subject Company)
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Csi Computer Specialists, Inc.
(Name of Filing Person -- Offeror)
Common Stock, Par Value $0.001 Per Share
(Title of Classes of Securities)
12631103
(CUSIP Number of Class of Securities)
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Robert V. Windley
CSI Computer Specialists, Inc.
904 Wind River Lane, Suite 100
Gaithersburg, Maryland 63101
(301) 921-8860
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of the person filing statement)
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With a copy to:
Denise R. Brown, Esq.
Shaw Pittman
2300 N Street, N.W.
Washington, DC 20037
(202) 663-8000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$2,520,888 $504.18
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 2,520,888 shares of common stock, par value
$0.001 per share (the "Common Shares"), at a price per Common Share of $1.00
cash. Such number of Common Shares represents the fully diluted number of
Common Shares outstanding as of April 24, 2000, less the number of Common
Shares already beneficially owned by Mr. Donald C. Weymer, Interactive
Systems, Inc.'s Chief Executive Officer, President, a Director and 98%
shareholder.
[ ] 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: None. 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:
[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: [ ]
- 4 -
This Tender Offer Statement on Schedule TO is filed by Interactive
Systems, Inc. ("ISI"), an affiliate of CSI Computer Specialists, Inc. The
Schedule TO relates to the offer by ISI to purchase all outstanding
shares of Common Stock, par value $0.001 per share (the "Common Shares"),
of CSI Computer Specialists, Inc. (the "Company") at $1.00 per Common
Share, net to the seller in cash (less any required withholding taxes),
upon the terms and subject to the conditions set forth in the offer to
purchase (the "Offer to Purchase") and in the related letter of
transmittal (the "Letter of Transmittal," which together with the Offer
to Purchase, as amended or supplemented from time to time, collectively
constitute the "Offer"), attached hereto as Exhibits (a)(1) and (a)(2),
respectively. The information set forth in the Offer is incorporated
herein by reference with respect to Items 1-9, 11 and 13 of Schedule TO.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
ISI believes that its financial statements are immaterial to a decision
as to whether to tender Common Shares in the Offer because (a) the only
consideration offered for the Common Shares is cash; (b) the Offer is not
subject to any financing condition; and (c) the Offer is for all of the
outstanding Common Shares not already owned by Mr. Donald C. Weymer, the
founder, Chief Executive Officer, President, a Director and 98%
shareholder of ISI.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated April 26, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Text of press release jointly issued by ISI and the
Company dated April 26, 2000.
(a)(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(b)(1) Amended and Restated Loan and Security Agreement between
ISI and Sandy Spring National Bank, for $4,000,000 Line
of Credit, dated March 30, 2000, and Related Promissory
Note.
(b)(2) Letter of Consent between ISI and Sandy Spring National Bank,
dated April 24, 2000.
(g) None.
(h) None.
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.
INTERACTIVE SYSTEMS, INC.
By /s/ DONALD C. WEYMER
Name: Donald C. Weymer
Title: President and Chief Executive Officer
Dated: April 26, 2000
EXHIBIT INDEX
(a)(1) Offer to Purchase dated April 26, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Text of press release jointly issued by ISI and the
Company dated April 26, 2000.
(a)(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(b)(1) Amended and Restated Loan and Security Agreement between
ISI and Sandy Spring National Bank, for $4,000,000 Line
of Credit, dated March 30, 2000, and Related Promissory
Note.
(b)(2) Letter of Consent between ISI and Sandy Spring National Bank,
dated April 24, 2000.
(g) None.
(h) None.