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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 - FINAL AMENDMENT
to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SPANLINK COMMUNICATIONS, INC.
(Name of Subject Company)
SPANLINK COMMUNICATIONS, INC. (Subject Company)
SPANLINK ACQUISITION CORP. (Offeror)
Brett A. Shockley } (Offerors and affiliates of both
Loren A. Singer, Jr. ) Spanlink Communications, Inc.
Todd A. Parenteau ) and Spanlink Acquisition Corp.)
(Names of Filing Persons)
Common Shares, No Par Value Per Share
(Title of Class of Securities)
846492 10 6
(Cusip Number of Class of Securities)
Brett Shockley
Chief Executive Officer
Spanlink Communications, Inc.
7125 Northland Terrace
Minneapolis, MN 55428
Telephone: (612) 971-2114
Facsimile: (612) 971-2314
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Robert Ranum
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, MN 55402
CALCULATION OF FILING FEE*
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TRANSACTION VALUATION AMOUNT OF FILING
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$39,370,000 $7,875
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* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of 3,750,000 shares of common stock, no par value
(the "Common Shares"), of Spanlink Communications, Inc., at a price of $10.50
per Common Share in cash. The amount of the filing fee calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of one percent of the value of the transaction.
[X] 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:$7,875 Filing Party: Spanlink Communications, Inc.
Form or Registration No.: Schedule TO Date Filed: February 29, 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:
[X] third party tender offer subject to Rule 14d-1.
[X] going private transaction subject to Rule 13e-3.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] 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: [X]
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<PAGE>
This Amendment No. 3 (the final amendment) amends the Tender Offer
Statement on Schedule TO filed by Spanlink Acquisition Corp., a Minnesota
corporation ("Purchaser"), on February 29, 2000, as amended, relating to the
offer by Purchaser to purchase all of the outstanding common shares, no par
value per share (each a "Common Share"), of Spanlink Communications, Inc., a
Minnesota corporation (the "Company"), not already owned by the Purchaser at
$10.50 per Common Share, net to the seller in cash, without interest (the "Per
Share Amount"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 29, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (the "Letter of Transmittal"), copies of which
were attached as Exhibit (a) (1) to the Schedule TO filed February 29, 2000.
Unless otherwise defined herein, all capitalized terms used herein shall have
the respective meanings given such terms in the Offer to Purchase or the
Schedule TO.
Item 1 through 9 and 11.
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Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented
by adding thereto the following:
The Offer expired at 5:00 p.m., Minnesota time, on Wednesday, April 12, 2000,
and resulted in the tender by Company shareholders, and the acceptance for
payment by the Purchaser, of a total of 2,733,853 Common Shares. Upon such
acquisition, the Purchaser held an aggregate of approximately 5,288,187 Common
Shares, or approximately 98% of the total outstanding shares of the Company
(including 2,430,000 shares acquired from certain shareholders of Purchaser, and
124,334 shares tendered pursuant to guaranteed delivery). Upon completion of the
Offer, the Purchaser was merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation after the Merger. Because
the Purchaser had acquired in excess of ninety percent (90%) of the outstanding
shares, the Merger was effected under Section 302A.621 of the Minnesota Business
Corporation Act with the approval of the Board of Directors and shareholders of
the Purchaser but without a vote of the shareholders of the Company. At the
effective time of the Merger, each outstanding Common Share of the Company
(except for shares owned by the Purchaser or stockholders exercising dissenters'
rights) was cancelled and converted into the right to receive $10.50 per share
in cash, without interest thereon, less any applicable withholding taxes. The
full text of the press release announcing the completion of the Tender Offer and
Merger is attached as Exhibit (a)(5)(v) hereto and incorporated herein by
reference.
Item 12. Materials to be Filed as Exhibits.
Item 12 is hereby amended and supplemented as follows:
(a) (5) (v) Press Release issued by the Purchaser announcing the completion of
the tender offer and merger.
<PAGE>
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.
Date: April 13, 2000
SPANLINK ACQUISITION CORP.
By: /s/ Brett A. Shockley
Name: Brett A. Shockley
Title: Chief Executive Officer
SPANLINK COMMUNICATIONS, INC.
By: /s/ Brett A. Shockley
Name: Brett A. Shockley
Title: Chief Executive Officer
/s/ Brett A. Shockley
Brett A. Shockley
/s/ Loren A. Singer, Jr.
Loren A. Singer, Jr.
/s/ Todd A. Paranteau
Todd A. Parenteau
EXHIBIT (A)(5)V)
[ LOGO ]
FOR IMMEDIATE RELEASE Contact:
Brett Shockley, CEO
Spanlink Acquisition Corp.
(612) 971-2114
[email protected]
Tim Briggs, CFO
Spanlink Communications, Inc.
(612) 971-2135
[email protected]
SPANLINK ACQUISITION CORP. ANNOUNCES
COMPLETION OF THE TENDER OFFER AND MERGER
MINNEAPOLIS, April 13, 2000 - Spanlink Acquisition Corp. (SAC) announced today
that it successfully completed its $10.50 per share cash Tender Offer for all
outstanding shares of Spanlink Communications, Inc. (Nasdaq SmallCap Market:
SPLK) (Spanlink) common stock. The Tender Offer expired at 5:00 p.m., Minnesota
time, on April 12, 2000. Based on information provided by Norwest Bank, N.A.
("Norwest"), 5,288,187 shares of Spanlink common stock, representing
approximately 98 percent of the outstanding shares, have been acquired by SAC
(including 124,334 shares that are guaranteed to be delivered). Payment for
shares properly tendered and accepted will be made as promptly as practicable
and, in the case of shares tendered by guaranteed delivery procedures, promptly
after timely delivery of shares and required documentation.
Immediately following the closing of the Tender Offer, SAC completed, pursuant
to Section 302A.621 of the Minnesota Business Corporation Act, a merger with
Spanlink by vote of the Board of Directors and shareholders of SAC and without a
vote of the shareholders of Spanlink. Pursuant to the Merger, SAC was merged
with and into Spanlink with Spanlink as the surviving corporation (the
"Surviving Corporation"). Spanlink shareholders who did not tender their shares
will also receive $10.50 per share in the merger. Spanlink's transfer agent,
Norwest, will forward to shareholders who did not tender their shares in the
tender offer detailed instructions regarding how to surrender their stock
certificates in order to receive the $10.50 per share cash merger consideration.
Shareholders should not submit their stock certificates to the transfer agent
until they have received these materials. Options to purchase Spanlink common
stock that were outstanding at the time of the merger, and that will not be
cashed out at the election of the holders of such options, have been assumed by
the Surviving Corporation and converted into options to purchase Surviving
Corporation common stock.
SAC intends to file promptly to terminate the registration of its common stock
under the Securities Exchange Act of 1934, eliminating its obligation to file
periodic financial and other information with the Securities and Exchange
Commission. SAC expects that Spanlink's common stock will cease to be listed on
the Nasdaq SmallCap Market starting tomorrow, Friday, April 14, 2000.
Spanlink Communications is a leading provider of computer telephony software
solutions and integration services that help call centers rapidly automate and
manage the customer interaction process - via the telephone or the Internet.
Founded in 1988, Spanlink has more than 90 employees and more than 2,000
customers using its call center products and services. Spanlink offers its
products and services in the U.S. and internationally through a direct sales
force, channel partners and OEMs. Visit the company online at
http://www.spanlink.com.
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