<PAGE>
SCHEDULE 13E-4
(RULE 13E-101)
(Amendment No. 1)
Tender Offer Statement Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934 and Rule 13e-4 Thereunder
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Issuer Tender Offer Statement (Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
DIGITAL VIDEO SYSTEMS, INC.
---------------------------
(Name of Issuer)
DIGITAL VIDEO SYSTEMS, INC.
---------------------------
(Name of Person(s) Filing Statement)
Class A Warrants
----------------
(Title of Class of Securities)
00025387R1
----------
(CUSIP Number of Class of Securities)
JANIS GEMIGNANI
CHIEF FINANCIAL OFFICER
DIGITAL VIDEO SYSTEMS, INC.
2710 WALSH AVENUE
SANTA CLARA, CALIFORNIA 95051
TEL. (408) 748-2100 . FAX (408) 727-1770
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
[_______________________________
COPY TO:
SANFORD J. HILLSBERG
TROY & GOULD PROFESSIONAL CORPORATION
1801 CENTURY PARK EAST, SUITE 1600
LOS ANGELES, CALIFORNIA 90067
TEL. (310) 553-4441 . FAX (310) 201-4746
_______________________________]
July 24, 1996
-------------
(Date Tender Offer First Published,
Sent or Given to Security-Holder)
Amount Previously Paid: $9,996.00
---------------------------------------------------------
Form or Registration No.: File No. 5-46493
------------------------------------------------------
Filing Party: Digital Video Systems, Inc.
------------------------------------------------------------------
Date Filed: July 24, 1996
--------------------------------------------------------------------
<PAGE>
This Amendment No. 1 to the Tender Offer Statement on Schedule 13E-4 relates to
the withdrawal of the offer (the "Exercise Offer") by Digital Video Systems,
Inc., a Delaware corporation (the "Company") to holders ("Holders") of its Class
A Warrants ("Class A Warrants") of two alternative exercise options in lieu of
the existing terms of the Class A Warrants (the existing terms give each Holder
the right to purchase one share of Common Stock ("Common Stock") and one
redeemable Class B Warrant ("Class B Warrant") at an exercise price of $6.50).
On July 24, 1996, the Company announced that it was calling for a redemption of
all of its outstanding Class A Warrants and offering the Exercise Offer to
Holders who elected to exercise their Class A Warrants prior to the date of
redemption.
Pursuant to the Exercise Offer, the two alternatives from which each Holder
could choose provided for the Company either (i) to reduce the exercise price of
Class A Warrants to $6.00 and to issue one share of Common Stock and 1.3 Class B
Warrants, or (ii) to reduce the exercise price of Class A Warrants to $3.00 and
issue 2/3 of a share of Common Stock and one Class B Warrant. If the redemption
and Exercise Offer had not been withdrawn, any Class A Warrants not exercised
pursuant to the Exercise Offer would have been redeemed by the Company for $.05
per warrant on the first business day following the expiration date of the
Exercise Offer.
On July 25, 1996, the Company announced the withdrawal of its call for
redemption of Class A Warrants and the Exercise Offer.
ITEM 9 MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
(a)(1) Press Release of the Company dated July 24, 1996.
(a)(2) Press Release of the Company dated July 25, 1996.
2.
<PAGE>
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.
Dated: September 9, 1996
By /s/ JANIS GEMIGNANI
____________________________
JANIS GEMIGNANI
3.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Press Release of the Company dated July 24, 1996.
(a)(2) Press Release of the Company dated July 25, 1996.
<PAGE>
EXHIBIT (a)(1)
FOR IMMEDIATE RELEASE
- ---------------------
DIGITAL VIDEO SYSTEMS ANNOUNCES CLASS A WARRANT
REDEMPTION AND NEW EXERCISE TERMS
Santa Clara, Calif., July 24, 1996--Digital Video Systems Inc. (DVS) (Nasdaq:
DVID) announced today that it is calling for redemption all of its outstanding
Class A warrants and that it is offering new exercise terms for holders who
elect to exercise their Class A Warrants prior to the redemption.
The Class A Warrants provide for the issuance of one share of DVS Common
Stock and one DVS Class B Warrant at an exercise price of $6.50 per Class A
Warrant. However, under the new terms being offered by DVS in its Exercise
Offer, each holder of Class A Warrants (including holders who received their
Class A Warrants in exchange for warrants issued in the Company's prior private
placement) will have two alternative exercise options from which they may
select. These alternatives provide for DVS either (i) to reduce the exercise
price of the Class A Warrants to $6.00 and issue one share of Common Stock and
1.3 Class B Warrants or (ii) to reduce the exercise price of the Class A
Warrants to $3.00 and issue 2/3 of a share of Common Stock and one Class B
Warrant for each Class A Warrant exercised. The exercise offer will expire on
Thursday, August 29, 1996, at 5:00 P.M., New York City time, unless extended by
DVS. Withdrawal rights for holders who exercise will also expire at 5:00 P.M.,
New York City time, on Thursday, August 29, 1996.
Under the terms of the Class A Warrants, these warrants are subject to
immediate redemption by DVS on at least 30 days' notice if the average closing
bid price of the Common Stock for 30 consecutive trading days ending within 15
days of the date on which the notice of redemption is given exceeds $9.10 per
share. This condition has been satisfied, and DVS will redeem for $.05 per
warrant any Class A Warrants not exercised in the Exercise Offer on the next
business day following expiration of the Exercise Offer, or as soon thereafter
as possible.
Digital Video Systems Inc. is a leading developer and manufacturer of
digital video products for the entertainment, business and education markets.
DVS was founded in 1992 by Dr. Edmund Sun, founder of C-Cube Microsystems and
Weitek Corp. The company's product line addresses multiple applications for
digital video such as VideoCD players, network video systems and high
performance encoding products. For more information please contact Digital Video
Systems, 2710 Walsh Ave., Santa Clara, Calif. 95051. Telephone: (408) 748-2100.
Fax: (408) 727-1888. E-Mail: [email protected]. World Wide Web:
http://www.dvsystems.com.
Contacts: Matthew Bell Janis Gemignani
Pacifico, Inc. Digital Video Systems, Inc.
(408) 293-8600 (408) 748-2100
<PAGE>
EXHIBIT (a)(2)
DRAFT-NOT FOR RELEASE
- ---------------------
DIGITAL VIDEO SYSTEMS TO WITHDRAW CLASS A WARRANT
REDEMPTION AND VOLUNTARY EXERCISE OFFER
SANTA CLARA, Calif., July 25, 1996--Digital Video Systems Inc. (DVS)
(Nasdaq:DVID) reported today that it was withdrawing, effective immediately, its
previously announced call for redemption of the Company's Class A Warrants and
its offer to permit holders of these Warrants to exercise them upon revised
terms prior to the date of redemption. DVS said its decision was based upon
current adverse stock market conditions. As a result of the Company's withdrawal
of the call for redemption and revised exercise offer, the Company's Class A
Warrants will continue to be exercisable under their original terms, which
provide for the issuance of one share of the Company's common stock and one
redeemable Class B Warrant for each Class Warrant at an exercise price of $6.50.
The Class A Warrants are exercisable at any time prior to May 9, 2001 and will
continue to be subject to redemption by the Company in the future under their
original terms should the Company's common stock satisfy certain trading level
conditions.
Digital Video Systems Inc. is a leading developer and manufacturer of
digital video products for the entertainment, business and education markets.
DVS was founded in 1992 by Dr. Edmund Sun, founder of C-Cube Microsystems and
Weitek Corp. The company's product line addresses multiple applications for
digital video such as VideoCD players, network video systems and high
performance encoding products. For more information please contact Digital Video
Systems, 2710 Walsh Ave., Santa Clara, Calif. 95051. Telephone: (408) 748-2100.
Fax: (408) 727-1888. E-Mail: [email protected]. World Wide Web:
http://www.dvsystems.com.
Contacts: Matthew Bell Janis Gemignani
Pacifico, Inc. Digital Video Systems, Inc.
(408) 293-8600 (408) 748-2100
