SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
GLOBALNET FINANCIAL.COM, INC.
(Name of Subject Company (Issuer))
GLOBALNET ACQUISITIONS INC.
NEWMEDIA SPARK PLC
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.001 PER SHARE
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
37937R
(CUSIP Number of Class of Securities)
Joel D. Plasco
33 Glasshouse Street
London W1B 5DG
United Kingdom
+44.207.851.7777
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
David E. Schulman
Brian M. McCall
2 Serjeants' Inn
Dechert
London EC4Y 1LT
United Kingdom
+44 207.583.5353
[ ] 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: [ ]
This Amendment No. 6 (the "Amendment") supplements and, as so supplemented,
amends the Tender Offer Statement originally filed on July 25, 2001 and amended
by Amendment No. 1 filed on August 9, 2001, Amendment No. 2 filed on August 16,
2001, Amendment No. 3 filed on August 20, 2001, Amendment No. 4 filed on August
21, 2001 and Amendment No. 5 filed on August 30, 2001 (as amended, the "Schedule
TO") by GlobalNet Acquisitions Inc., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of NewMedia SPARK plc, a public limited company
organized under the laws of England and Wales ("Parent"), relating to the offer
by Purchaser to purchase (i) all the outstanding shares of Common Stock, par
value $.001 per share, including the rights to purchase the Series A Junior
Participating Preferred Stock issued pursuant to the Rights Agreement (the
"Rights Agreement"), dated as of July 19, 2001, by and between the Company (as
defined below) and The Bank of New York, as Rights Agent (the "Common Shares"),
and (ii) all the outstanding shares of Class A Common Stock, par value $.001 per
share, including the rights to purchase the Series B Junior Participating
Preferred Stock issued pursuant to the Rights Agreement (the "Class A Shares"),
of GlobalNet Financial.com, Inc., a Delaware corporation (the "Company"), at a
purchase price of $0.45 per Common Share and $0.045 per Class A Share, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 25, 2001 (the "Offer to
Purchase"), and in the related Letter of Transmittal.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule TO.
The Items of the Schedule TO set forth below are hereby supplemented and, as so
supplemented, amended as follows:
Item 1, 4, 8 and 11 are hereby amended and supplemented to add the following
information:
"On September 4, 2001, Parent issued a press release announcing a
subsequent offering period of 5 business days for the Offer, which will commence
at 9:00a.m., New York City time, on Tuesday, September 4, 2001 and will expire
at 5:00 p.m., New York City time, on Monday, September 10, 2001. The full text
of Parent's press release is attached hereto as Exhibit (a)(1)(N) and is
incorporated herein by reference."
ITEM 11 Additional Information.
Item 11 of the Schedule TO is amended and supplemented to include the
following information:
"The Offer expired at midnight, New York City time, on August 31, 2001.
Following the expiration of the Offer, Purchaser accepted for payment all shares
validly tendered and not withdrawn pursuant to the Offer. Purchaser was informed
by the Depositary that shares representing approximately 71% of the combined
voting power of the Company were validly tendered and not withdrawn as of the
expiration of the Offer, which includes 15,711,790 Common Shares and 20,809,485
Class A Shares, of which 2,413,273 and 5,120,353, respectively, were tendered by
Notices of Guaranteed Delivery."
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:
"(a)(1)(N) Press Release issued by Parent on September 4, 2001."
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.
GLOBALNET ACQUISITIONS INC.
By: /s/ Joel D. Plasco
------------------------
Name: Joel D. Plasco
Title: President
NEWMEDIA SPARK PLC
By: /s/ Joel D. Plasco
------------------------
Name: Joel D. Plasco
Title: Director
Dated: September 4, 2001
4 September 2001
NewMedia SPARK plc Announces Completion of Tender Offer for GlobalNet
Financial.com and Commencement of a Subsequent Offering Period
NewMedia SPARK plc (LSE: NMS) ("SPARK") today announced that it has accepted for
payment all shares of common stock and class A common stock of GlobalNet
Financial.com, Inc. (Nasdaq: GLBN; LSE: GLFA) ("GlobalNet") validly tendered and
not withdrawn by midnight New York City time on Friday 31 August, 2001.
According to information provided to SPARK by The Bank of New York, who is
acting as depository for the offer, preliminary results of the offer indicate
that shares representing approximately 71% of the combined voting power of
GlobalNet were validly tendered and not withdrawn. Specifically, 13,298,517
shares of GlobalNet common stock and 15,689,132 shares of GlobalNet class A
common stock have been tendered and Notices of Guaranteed Delivery have been
submitted for another 2,413,273 and 5,120,353 shares of common stock and class A
common stock, respectively.
SPARK further announced that it will provide a subsequent offering period of 5
business days for all the outstanding shares of common stock and class A common
stock of GlobalNet. The subsequent offering period begins Tuesday, 4 September,
2001 at 9:00 a.m. New York time and expires at 5:00 p.m. New York time, on
Monday, 10 September, 2001. The offer initially expired at midnight New York
time, on 31 August, 2001.
Joel Plasco, a Director of SPARK said "We are delighted that an overwhelming
majority of the GlobalNet shareholders have accepted our tender offer. We now
look forward to building value for our shareholders through the portfolio of
assets acquired."
Following successful completion of the tender offer, NewMedia SPARK intends for
GlobalNet to become a wholly owned subsidiary. The terms of the offer and other
relevant information are available through public filings made by GlobalNet
Acquisitions Inc. (a wholly owned subsidiary of NewMedia SPARK) and GlobalNet at
http://www.sec.gov.
The information agent for the tender offer is MacKenzie Partners, Inc. For
additional information please contact MacKenzie Partners, Inc. at (800) 322-2885
(calling from inside the United States) or 00 800 3222 8851 (calling from
outside the United States).
The tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the solicitation/
recommendation statement filed with the SEC contain important information, which
should be read carefully before any decision is made with respect to the offer.
Uproar stockholders may obtain a free copy of the tender offer statement and the
solicitation/recommendation statement when it is available and other documents
filed by GlobalNet Acquisitions Inc. and GlobalNet with the SEC at the SEC's Web
site at www.sec.gov. The tender offer statement and the
solicitation/recommendation statement and these other documents may also be
obtained by GlobalNet stockholders without cost to them from MacKenzie Partners,
Inc.
Contacts:
Joel Plasco - NewMedia SPARK plc +44 (0)20 7851 7777