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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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STERIGENICS INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
STERIGENICS INTERNATIONAL, INC.
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
AND THE ASSOCIATED RIGHTS TO PURCHASE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK,
PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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85915R 10 5
((CUSIP) NUMBER OF CLASS OF SECURITIES)
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JAMES F. CLOUSER
CHIEF EXECUTIVE OFFICER
STERIGENICS INTERNATIONAL, INC.
4020 CLIPPER COURT
FREMONT, CALIFORNIA 94538
(510) 770-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
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COPIES TO:
CARLA S. NEWELL, ESQ.
JAY K. HACHIGIAN, ESQ.
GUNDERSON DETTMER STOUGH VILLENEUVE
FRANKLIN & HACHIGIAN, LLP
155 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 321-2400
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ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Ion Beam Applications s.a. has received notification that on Wednesday,
July 7, 1999, the Federal Trade Commission granted early termination of the
pre-merger waiting period for competition law review under the Hart-Scott-Rodino
Act in connection with its acquisition of the Company.
The information contained in Exhibit (c)(9) referred to in Item 9 below is
incorporated herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<S> <C>
(a)(1)+ Offer to Purchase dated June 17, 1999.
(a)(2)+ Letter of Transmittal.
(a)(3)+ Press release issued by the Company on June 11, 1999.
(a)(4)(1)+ Fairness Opinion of PaineWebber Incorporated dated June 10,
1999.*
(a)(5)(2)+ Fairness Opinion of TM Capital Corp. dated June 10, 1999.*
(a)(6)+ Letter to Stockholders dated June 24, 1999 from James F.
Clouser, Chairman of the Board and Chief Executive Officer
of the Company.*
(c)(l)+ Merger Agreement dated as of June 10, 1999, among IBA, IBA
GP, the Purchaser and the Company.
(c)(2)+ Stockholders' Agreement dated as of June 10, 1999 among IBA,
IBA GP, Purchaser and certain stockholders of the Company
listed on Schedule I thereto.
(c)(3)+ Form of Indemnification Agreement.
(c)(4)+ Article XI of the Company's Certificate of Incorporation, as
amended to date.
(c)(5)+ Article VI of the Bylaws of the Company.
(c)(6)+ Employment Agreement dated as of June 10, 1999, among James
F. Clouser and the Company.
(c)(7)+ Form of Two Year Severance Agreement between the Company and
certain of its executive officers.
(c)(8)+ Form of One Year Severance Agreement between the Company and
certain of its executive officers.
(c)(9) Press release issued by the Company on July 12, 1999.
</TABLE>
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* Included in copies mailed to stockholders.
+ Previously filed.
(1) Attached hereto as Annex B.
(2) Attached hereto as Annex C.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
STERIGENICS INTERNATIONAL, INC.
By: /s/ JAMES F. CLOUSER
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James F. Clouser
Chief Executive Officer
Dated: July 12, 1999
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(c)(9)
NEWS RELEASE
For: SteriGenics International, Inc.
510.770.9000
http://www.sterigenics.com
Contact: James F. Clouser, President & CEO, extension 127
Carole-Lynn Glass, CFO, extension 126
Pamela P. Wilkerson, Director Investor Relations, extension 130
FOR IMMEDIATE RELEASE
July 12, 1999
ION BEAM APPLICATIONS RECEIVES EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD ON PURCHASE OF STERIGENICS INTERNATIONAL, INC.
FREMONT, CALIFORNIA -- Ion Beam Applications, s.a. (IBA) has received
notification that on Wednesday, July 7, 1999, the Federal Trade Commission
granted early termination of the pre-merger waiting period for competition law
review under the Hart-Scott-Rodino Act in connection with its acquisition of
SteriGenics International, Inc. (NASDAQ: STER), including the tender offer by
its subsidiary, Ion Beam Applications Corp., for all outstanding shares of
Common Stock of SteriGenics at a price of $27.00 per share.
The tender offer remains subject to the tender of at least a majority of
SteriGenics' outstanding Common Stock, as well as the other conditions described
in the Offer to Purchase relating to the tender offer, including certain other
regulatory approval requirements, which are not expected, at this time, to
affect the timing of the closing of the tender offer.
The tender offer and withdrawal rights will expire at 12:00 midnight, Eastern
Standard Time (EST), on Thursday, July 15, 1999, unless the tender offer is
extended in the manner described in the Offer to Purchase dated June 17, 1999.
For further information or questions contact MacKenzie Partners, Inc., 156
Fifth Avenue New York, New York, U.S.A., 800-322-2885 (toll free within the
U.S.A.) or 1-212-929-5500 (outside the U.S.A.).
IBA, a public company listed on the Brussels Stock Exchange, is a world leader
in three fast-growth, niche markets: medical imaging, cancer therapy and
industrial ionization and sterilization.
SterGenics International, Inc., headquartered in Fremont, California, is a
provider of high-quality contract irradiation and sterilization services,
offering both gamma and electron beam technologies.
Further information about IBA is available on the World Wide Web at
http://www.iba.be and about SteriGenics at http://www.sterigenics.com.
