<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
SPANLINK COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
SPANLINK COMMUNICATIONS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
846492 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
BRETT A. SHOCKLEY
CHIEF EXECUTIVE OFFICER
SPANLINK COMMUNICATIONS, INC.
7125 NORTHLAND TERRACE
MINNEAPOLIS, MN 55428
(612) 971-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH COPIES TO:
<TABLE>
<S> <C>
ROBERT RANUM STEVEN A. WELLVANG
FREDRIKSON & BYRON, P.A. OPPENHEIMER WOLFF & DONNELLY LLP
1100 INTERNATIONAL CENTRE PLAZA VII, SUITE 3300
900 SECOND AVENUE SOUTH 45 SOUTH SEVENTH STREET
MINNEAPOLIS, MN 55402 MINNEAPOLIS, MN 55402
</TABLE>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Spanlink Communications, Inc., a
Minnesota corporation (the "Company"). The address of the principal executive
offices of the Company is 7125 Northland Terrace, Minneapolis, Minnesota 55428
and its telephone number at that address is (612) 971-2000.
The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9" or
the "Statement") relates is the Company's common stock, $.01 par value (the
"Common Stock"). As of February 28, 2000, there were 5,233,770 shares of Common
Stock issued and outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
This Statement is being filed by the Company. This statement relates to the
tender offer by Spanlink Acquisition Corp., a Minnesota corporation
("Purchaser"), disclosed in a Tender Offer Statement on Schedule TO, dated
February 29, 2000 (the "Schedule TO"), offering to purchase all of the
outstanding shares (the "Shares") of Common Stock at $10.50 per share, net to
the seller in cash, without any 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 the related Letter of
Transmittal (which, as amended or supplemented from time to time, collectively
constitute the "Offer"). A copy of the Offer to Purchase and the related Letter
of Transmittal have been filed as Exhibits A and B, respectively, and each is
incorporated herein by reference.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of February 25, 2000 (the "Merger Agreement"), by and among the Company,
Purchaser and Cisco Systems, Inc. ("Cisco"), a copy of which is filed herewith
as Exhibit C and incorporated herein by reference. Pursuant to the Merger
Agreement, following the completion of the Offer and satisfaction or waiver of
certain conditions specified in the Merger Agreement, the Purchaser will be
merged with and into the Company (the "Merger"), with the Company as the
surviving corporation in the Merger (the "Surviving Corporation"). In the
Merger, each outstanding Share (other than Shares owned by Purchaser or its
affiliates), and other than Shares held by shareholders who properly exercise
dissenters' rights under the Minnesota Business Corporation Act (the "MBCA")
("Dissenting Shares") will be converted into the rights to receive the Per Share
Amount.
The principal executive offices of Purchaser are located at 7125 Northland
Terrace, Minneapolis, MN 55428.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(A) CONFLICTS OF INTEREST. Certain contracts, agreements, arrangements or
understandings between the Company or its affiliates and certain of its
directors and executive officers are noted below. Except as described herein
(including in the Exhibits hereto) or incorporated herein by reference, to the
knowledge of the Company, as of the date hereof, there exists no material
agreement, arrangement or understanding and no actual or potential conflict of
interest between the Company or its affiliates and (i) the Company's executive
officers, directors or affiliates or (ii) Cisco and Purchaser or their
respective executive officers, directors or affiliates.
(B) AGREEMENTS WITH EXECUTIVE OFFICERS, DIRECTORS OR AFFILIATES OF THE
COMPANY. In connection with the employment agreement between the Company and
Patrick P. Irestone, former President and Chief Operating Officer of the
Company, the Company loaned an aggregate of $113,500 to Mr. Irestone to pay
taxes due as a result of the grant of 67,500 shares of the Company's Common
Stock in February 1996. The loans are evidenced by promissory notes dated (i)
December 23, 1996 in the principal amount of $94,500, with interest accruing at
6.31% per annum, and (ii) April 17, 1997 in the principal amount of $19,000,
with interest accruing at 5.99% per annum. Pursuant to the original notes,
principal and interest were due one year after the date of the respective notes.
Pursuant to the Separation Agreement and Release dated July 15, 1997, the
Company agreed to extend the loans on an annual basis as they come due through
April 14, 2002. The loans are on a nonrecourse basis and are secured by the
67,500 shares granted to Mr. Irestone in February 1996.
1
<PAGE> 3
On February 10, 1998, the Company loaned $25,000 to Brett A. Shockley,
President and Chief Executive Officer of the Company. The loan is evidenced by a
promissory note dated February 10, 1998, which accrues interest at 6% per annum.
The principal and accrued interest are due and payable on February 10, 2003.
The Company has purchased its Property/Casualty and Group Insurance policy
through CSC Insurance Center, Inc. Bruce E. Humphrey, a director of the Company,
owns 70% of the outstanding shares of CSC Insurance Center, Inc. In addition,
CSC Insurance Center, Inc. acts as the agent for the Company's 401(k) Plan. All
transactions with CSC Insurance Center, Inc. and Mr. Humphrey were on terms no
less favorable than could be obtained from an unaffiliated third party. The
Company did not make any payments directly to Mr. Humphrey.
During the first quarter of fiscal year 1999, in order to bridge short-term
capital needs, Timothy E. Briggs, the Company's Vice President of Finance/CFO
loaned the Company approximately $250,000. The loans are unsecured, and the
Company has agreed to pay Mr. Briggs interest at the annual rate of six percent
(6%).
(C) AGREEMENTS WITH THE PURCHASER AND CISCO. The summary of the Merger
Agreement contained in the Offer to Purchase, which has been filed with the
Securities and Exchange Commission (the "Commission") as an exhibit to the
Schedule TO, which is being mailed to stockholders together with this Schedule
14D-9, is incorporated herein by reference. Such summary should be read in its
entirety for a more complete description of the terms and provisions of the
Merger Agreement. A copy of the Merger Agreement has been filed as Exhibit C
hereto and is incorporated herein by reference.
Purchaser has entered into a Subscription Agreement with Brett Shockley,
the Company's Chief Executive Officer and Chairman of the Board; Loren A.
Singer, Jr., the Company's secretary and a director; and Todd A. Parenteau, a
significant shareholder of the Company (the "Founding Shareholders"), pursuant
to which each of these individuals has agreed to exchange 810,000 shares of
common stock of the Company for 810,000 shares of common stock of the Purchaser,
immediately before the purchase of Shares pursuant to the Offer. After the
exchange, the three individuals would each own 33.3% of the outstanding voting
Common Stock of the Purchaser and, collectively, the three individuals would own
100% of the outstanding voting common stock of the Purchaser. Each of the
Founding Shareholders will also tender 90,000 shares of common stock of the
Company in the Offer. Cisco has entered into a Stock Purchase Agreement with the
Purchaser, dated February 25, 2000 (the "Stock Purchase Agreement"), pursuant to
which Cisco has agreed to purchase, immediately before the purchase of Shares
pursuant to the Offer, 450,000 shares of the Purchaser's nonvoting Series A
Preferred Stock. Cisco will pay $45 million for the nonvoting preferred stock to
be issued by Purchaser, and Purchaser will use the proceeds of the sale to
finance the Offer and Merger, and for working capital. After Cisco's purchase of
nonvoting preferred stock, the Founding Shareholders will continue to control
100% of the voting Common Stock of Purchaser.
As of the date of the Offer, each of the Founding Shareholders owns 900,000
shares of the Company's common stock directly as well as options to purchase
Company common stock as set forth below. In the Merger, certain options to
purchase common stock of the Company will be converted to options to purchase
common stock of the Surviving Corporation. The following table demonstrates for
each of the Founding Shareholders the number of options to be cancelled in
exchange for cash payments and the number of options to be converted to
Surviving Corporation options as a result of the Merger. The amount of cash
payable in exchange for cancellation of outstanding options is equal to the
product of (i) the difference between the exercise price and the Per Share
Amount, and (ii) the number of shares subject to the option.
<TABLE>
<CAPTION>
OPTIONS OPTIONS EXERCISE PRICE
NAME CANCELLED CONVERTED PER SHARE
- ---- --------- --------- --------------
<S> <C> <C> <C>
Loren A. Singer, Jr. ..................................... 6,000 $3.63
4,000 $3.25
10,000 $2.94
Brett Shockley............................................ 150,000 $2.75
30,000 $2.00
Todd A. Parenteau......................................... 45,000 $2.75
5,000 $2.00
</TABLE>
2
<PAGE> 4
Stock options of the Company which are converted will be converted into
options to purchase shares of the Surviving Corporation's Common Stock under a
stock option plan to be adopted by the Surviving Corporation. These options
shall become exercisable on the same vesting schedule to which they are
currently subject as options to purchase Company Stock.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(A) RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE BOARD OF
DIRECTORS. The Board, after receiving the unanimous recommendation of the Offer
and the Merger by unanimous recommendation of a special committee of the Board
solely comprised of independent directors (the "Special Committee"), (i) has
unanimously approved the Merger Agreement and the transactions contemplated
thereby, including the Offer and the Merger, (ii) has unanimously determined
that the Merger Agreement and the transactions contemplated thereby, including
the Offer and the Merger, are advisable, fair to and in the best interests of
the Company's Non-Affiliated Shareholders, and (iii) unanimously recommends that
the Company's shareholders accept the Offer and tender their shares in the
Offer.
(B) REASONS FOR THE RECOMMENDATION.
Special Committee.
The Special Committee considered each of the following factors in reaching
its decision that the transaction is fair and in the best interests of the
Company's shareholders (other than the Founding Shareholders and the Purchaser)
(the "Non-Affiliated Shareholders") and to approve and recommend the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger. In the view of the Special Committee, each of these factors supported
its decision.
Market Price and Premium; Factors Affecting Stock Price. The Special
Committee considered the historical market prices and recent trading activity of
the Common Stock with a particular emphasis on the relationship between the
$10.50 per Share cash price offered and the trading history of the Common Stock.
In particular, the Special Committee noted that the $10.50 per Share cash price
offered represents a premium of (x) approximately 9.1% over the $9.625 per Share
closing price on the Nasdaq SmallCap Market on February 18, 2000, one week
before the Merger Agreement was publicly announced, and (y) approximately 30.8%
over the $8.03 per Share closing price on the Nasdaq SmallCap Market on January
25, 2000, one month prior to the announcement. The Special Committee also
considered certain factors that, in the analysis presented by Dougherty &
Company, were believed to be causing the Common Stock to trade at prices higher
than the Company's minority interest trading value at such times.
Arm's-Length Negotiations Between The Founding Shareholders and the
Independent Special Committee. The Special Committee considered the fact that
the Merger Agreement and the transactions contemplated thereby were the product
of arm's-length negotiations between the Founding Shareholders and the Special
Committee, none of whose members were employed by or affiliated with the Company
(except in their capacities as directors) or would have any equity interest in
the Company following the transactions.
Availability of Alternative Transactions. In reviewing the terms of the
Offer and the Merger, the Special Committee took into account the Company's
relatively recent exploration of its strategic alternatives. In particular, the
Special Committee considered the extent of the Company's efforts (with the
assistance of outside financial advisors) to identify suitable acquirors, and
the lack of any offers for the Company as a result.
Per Share Amount. The Special Committee believed, based on negotiations
with the Founding Shareholders, that the Per Share Amount represented the best
available price that the Founding Shareholders and Cisco would be willing to pay
in acquiring the Shares. This determination was the result of negotiations
between the Founding Shareholders and the Special Committee (and their
respective advisors) in an attempt to obtain the best available price and the
fact that the Per Share Amount was ultimately increased to a price in excess of
the price initially proposed.
Dougherty & Company LLC Fairness Opinion and Valuation Data. The Special
Committee also considered the financial presentation of Dougherty & Company LLC
("Dougherty & Company") and their
3
<PAGE> 5
oral opinion delivered at the Special Committee meeting held on the morning of
February 20, 2000 (and subsequently confirmed in writing) to the effect that, as
of the date of such opinion and based upon and subject to the assumptions,
factors and limitations set forth therein, the $10.50 per Share in cash being
offered in the offer and to be received in the Merger is fair, from a financial
point of view, to the Company's Non-Affiliated Shareholders. A copy of Dougherty
& Company's written opinion setting forth the assumptions made, matters
considered and limitations on the review undertaken by Dougherty & Company is
included as Annex A to the Offer to Purchase and is incorporated herein by
reference. Shareholders are urged to, and should, read the opinion of Dougherty
& Company carefully and in its entirety. In considering this information, the
Special Committee took into account the presentation of Dougherty & Company
regarding their analysis of the Company's value based upon comparable public
company, comparable merger and acquisition transaction, and discounted cash flow
data. The Special Committee did not consider the Company's value from a
liquidation or net book value standpoint as such analysis was not deemed
relevant.
Transaction Structure; Opportunity for Interested Third Party Offers. The
Special Committee also evaluated the benefits of the transaction being
structured as an immediate cash tender offer for all of the outstanding Shares,
thereby enabling the Non-Affiliated Shareholders of the Company the opportunity
to obtain cash for all of their Shares at the earliest possible time, and the
fact that the Per Share Amount to be paid in the Offer and the Merger is the
same. The Special Committee also concluded that the 34-day period of time
between the public announcement of the transaction and the initial expiration
date of the Offer would provide a sufficient period of time for any interested
third party to prepare and present an acquisition proposal for the Company.
Minimum Condition. The Special Committee considered the fact that the
Minimum Condition (as defined in the Offer to Purchase attached hereto as
Exhibit A) in the Offer represented approximately 32% of the Shares held by
Non-Affilliated Shareholders.
Terms of the Merger Agreement. The Special Committee also considered the
terms of the Merger Agreement including:
- the provision providing that in response to a Superior Proposal (as
defined in the Merger Agreement attached hereto as Exhibit C) the
Special Committee may, in good faith, after consultation with and
receipt of advice from outside counsel to the effect that such
action is necessary in order to act in a manner consistent with its
fiduciary duties, furnish or provide access to information
concerning the Company to, and engage in discussions and negotiate
with, any third party making an acquisition proposal meeting certain
criteria;
- the ability of the Board to terminate the Merger Agreement in the
event that a third party makes a bona fide offer meeting certain
criteria that the Special Committee determines in good faith in the
exercise of its fiduciary duties to be more favorable to the
Company's shareholders than the offer and the Merger, and
- the Company's obligation to pay a $3.0 million termination (or
"break up") fee in the event the Merger Agreement is terminated
because of such a determination by the Special Committee.
After reviewing these terms, the Special Committee believed that the Merger
Agreement would not unduly deter a third party from making, or inhibit the
Special Committee in evaluating, negotiating and, if appropriate, approving, an
appropriate alternative transaction.
Terms of Stock Purchase Agreement and Related Documents. The Special
Committee considered the fact that Cisco would enter into the Stock Purchase
Agreement with the Purchaser to provide the necessary financing for the Offer
and the Merger. The Special Committee reviewed the terms of the Stock Purchase
Agreement and related documents with its advisors and inquired of the Founding
Shareholders and their advisors to determine that such documents contained
customary terms and conditions and that the documents and the arrangements with
Cisco did not provide for any special benefit to the Founding Shareholders.
Historical and Projected Financial Performance and Related Risk and
Uncertainties. The Special Committee also considered the Company's recent
financial performance. The Special Committee noted that
4
<PAGE> 6
quarterly sales and earnings results throughout 1999 were significantly below
those forecasted by management. The Special Committee further noted that in the
fourth quarter of 1999, sales decreased 50.0 percent from the year earlier
period and the Company reported a net loss of $874,164 in the fourth quarter of
1999 compared to a net profit of $166,344 for the fourth quarter of 1998. The
Special Committee also considered other risks facing the Company including its
significant reliance on a single customer, its low level of, and immediate need
for, working capital, and the Company's ability to obtain additional capital in
the near term.
The Company's Recent Earnings Results and Industry Position. The Special
Committee also considered the Company's business, financial condition, results
of operations and prospects and the nature of the industry in which the Company
operates, including the prospects of the Company if it were to remain
independent. The Special Committee noted that a number of the Company's
competitors entered into business combinations with other companies during 1999.
Due to the substantial revenue, earnings and other factors of the acquiring
companies, these transactions generally served to significantly increase
marketing and financial resources of Spanlink's competitors.
Value of Potential Technology or Opportunities. The Special Committee
investigated and considered the Company's technology and opportunities to
determine whether there was additional value not known by the members or
reflected in the Company's stock price.
Lack Of Liquidity Of Common Stock. The Special Committee also considered
the relatively thin trading market and the lack of liquidity of the Common
Stock. In doing so, the Special Committee noted that, primarily due to the
Company's lack of revenue growth and relatively small market capitalization, the
Company had been unsuccessful in attracting institutional investors or research
analysts to invest in or report on the Company. The Special Committee believes
that the Offer and the Merger will permit the Non-Affiliated Shareholders, to
sell all of their Shares at a fair price.
Possible Decline in Market Price of Common Stock. The Special Committee
also considered the possibility that if a merger transaction with the Founding
Shareholders and Cisco were not negotiated and the Company remained as a
publicly owned corporation, a decline in the market price of the shares of the
Common Stock or the stock market in general could occur and the price ultimately
received by the holders of the Shares in the open market or in a future
transaction might be less than the $10.50 per Share price offered.
Treatment of Certain Shares Owned by The Founding Shareholders. The
Special Committee considered that under the terms of the Subscription Agreement
dated February 25, 2000, between the Purchaser and the Founding Shareholders,
the Founding Shareholders each could receive the Per Share Amount with respect
to up to 10% of their Shares and that their interests were therefore aligned to
some extent with the interests of the Company's Non-Affiliated Shareholders.
Availability of Dissenters' Rights. The Special Committee also considered
the fact that dissenters' rights of appraisal will be available to the holders
of Shares under Minnesota law in connection with the Merger.
As part of its analysis the Special Committee also considered the
alternative of causing the Company to remain as a public company. The Special
Committee considered the Company's limitations as a public company as discussed
above, including its recent financial performance, limited financial resources
and reliance on a single significant customer. The Special Committee believed
that an improvement in certain of these factors affecting the Company's
prospects was not likely in the foreseeable future. Although the Merger will not
allow the Company's Non-Affiliated Shareholders to participate in the Company's
future growth, if any, the Special Committee concluded that this potential
benefit of remaining public was outweighed by the risks and uncertainties
associated with the Company's future prospects. The Special Committee also
concluded that obtaining a cash premium for the Common Stock now was preferable
to enabling the Non-Affiliated Shareholders of such stock to have a speculative
potential future return.
Board of Directors of the Company.
In reaching its determination referred to above, the Company's Board of
Directors considered and relied upon the conclusions and unanimous
recommendation of the Special Committee that the full Board approve
5
<PAGE> 7
the Merger Agreement and the transactions contemplated thereby, including the
Offer and the Merger, and the considerations referred to above as having been
taken into account by the Special Committee, as well as the Board's own
familiarity with the Company's business, financial condition, results of
operations and prospects and the nature of the industry in which the Company
operates.
In light of the number and variety of factors that the Special Committee
and the Board considered in connection with their evaluation of the Offer and
the Merger, neither the Special Committee nor the Board found it practicable to
quantify or otherwise assign relative weights to the foregoing factors, and,
accordingly, neither the Special Committee nor the Board did so. In addition,
individual members of the Special Committee and the Board may have given
different weights to different factors. Rather, the Special Committee and the
Board viewed their positions and recommendations as being based on the totality
of the information presented to and considered by it.
The Board believes that the Offer and the Merger are procedurally fair
because, among other things:
- the Special Committee consisted of independent directors appointed by the
Board to represent solely the interests of the Company's Non-Affiliated
Shareholders;
- the Special Committee retained and was advised by its own independent
legal counsel and financial advisors who negotiated on behalf of the
Special Committee;
- the Special Committee's financial advisor, Dougherty & Company, assisted
it in evaluating the proposed transaction and provided other financial
advice;
- the Special Committee evaluated and deliberated the terms of the Offer
and the Merger; and
- the $10.50 per Share cash purchase price and the other terms and
conditions of the Merger Agreement resulted from active arm's-length
bargaining between the Special Committee and the Founding Shareholders
and their respective advisors.
The Board believes that sufficient procedural safeguards to ensure fairness
of the transaction and to permit the Special Committee to effectively represent
the interests of the Non-Affiliated Shareholders were present, and therefore
there was no need to retain any additional unaffiliated representative to act on
behalf of the holders of the Shares in view of:
- the unaffiliated status of the members of the Special Committee whose
sole purpose was to represent the interests of the Non-Affiliated
Shareholders and retention by the Special Committee of its own
independent legal counsel and financial advisor, and
- the fact that the Special Committee, even though consisting of directors
of the Company and therefore not completely unaffiliated with the
Company, is a mechanism well recognized under established corporate law
to ensure fairness in transactions of this type.
The Board, after receiving the unanimous recommendation of the Offer and
the Merger by the Special Committee, (i) has unanimously approved the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, (ii) has unanimously determined that the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger, are
advisable, fair to and in the best interests of the Company's Non-Affiliated
Shareholders, and (iii) unanimously recommends that the Company's shareholders
accept the Offer and tender their shares in the Offer.
(C) INTENT TO TENDER. The Founding Shareholders have agreed to contribute
2,430,000 Shares to the Purchaser and intend to tender an aggregate of 270,000
Shares in response to the Offer, representing 52% of the Shares outstanding. To
the best of the Company's knowledge, all other executive officers, directors and
affiliates of the Company intend to tender all Shares that they own of record or
beneficially in the Offer (other than Shares that they have the right to
purchase by exercising stock options and Shares, if any, that if tendered would
cause them to incur liability under the short-swing profits provisions of the
Securities Exchange Act).
6
<PAGE> 8
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Pursuant to the engagement letter dated February 16, 2000 between the
Company and Dougherty & Company, the Company has agreed to pay Dougherty &
Company a fee for its evaluation of the fairness of the transaction of $100,000.
In addition, Dougherty & Company will receive an additional fee of $40,000 for
acting as financial advisor to the Special Committee and assisting in
negotiations. Neither of these fees is conditioned upon the closing of the
Merger. In addition, the Company has agreed to reimburse Dougherty & Company for
its reasonable out-of-pocket expenses incurred in connection with its activities
under the letter agreement, regardless of whether the Merger is consummated. The
Company has also agreed to indemnify Dougherty & Company and certain related
persons against certain liabilities arising out of or in conjunction with its
engagement, including certain liabilities under federal securities laws.
Dougherty & Company, as part of its investment banking business, is engaged
in the valuation of businesses and their securities in connection with mergers
and acquisitions, negotiated underwritings, private placements, and valuations
for estate, corporate and other purposes. Dougherty & Company is a recognized
investment banking firm experienced in providing advice in connection with
mergers and acquisitions and related transactions.
Except as disclosed herein or in the Offer to Purchase, neither the Company
nor any person acting on its behalf currently intends to employ, retain or
compensate any other person to make solicitations or recommendations to security
holders on its behalf concerning the Offer or the Merger.
ITEM 6. INTERESTS IN SECURITIES OF THE COMPANY.
SHARE TRANSACTIONS IN LAST 60 DAYS. Except for exercises of outstanding
options, during the past 60 days, no transactions in shares have been effected
by the Company or, to the best of the Company's knowledge, by any of its
executive officers, directors, affiliates or subsidiaries.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSAL -- NEGOTIATIONS.
(A) CERTAIN NEGOTIATIONS. Except as described in this Schedule 14D-9,
including as set forth in the Offer to Purchase, to the knowledge of the
Company, no negotiation is being undertaken or is under way by the Company in
response to the Offer which relates to or would result in (i) a tender offer for
or other acquisition of the Company's securities by the Company or any
subsidiary or any other person, (ii) any extraordinary transaction, such as a
merger or reorganization, involving the Company or any subsidiary of the
Company, (iii) any purchase, sale or transfer of a material amount of assets by
the Company or any subsidiary of the Company or (iv) any material change in the
present dividend rate or policy, or indebtedness or capitalization of the
Company. As described in the Merger Agreement, however, a copy of which is filed
herewith as Exhibit C, the Company may, subject to certain limitations, take
certain actions in respect of proposed transactions necessary for the directors
of the Company to discharge their fiduciary duties to shareholders under
applicable law.
(B) CERTAIN TRANSACTIONS. Except as described in this Schedule 14D-9,
there are no transactions, Board resolutions, agreements in principle or signed
contracts in response to the Offer which relate to or would result in one or
more of the matters referred to in Item 7(a) above.
ITEM 8. ADDITIONAL INFORMATION
State Anti-takeover Statutes. Section 302A.673 of the MBCA, in general,
prohibits a Minnesota corporation, such as the Company, from engaging in a
"Business Combination" (defined as a variety of transactions, including mergers)
with an "Interested Shareholder" (defined generally as a person that is the
beneficial owner of 10% or more of the outstanding voting stock of the subject
corporation) for a period of four years following the date that such person
became an Interested Shareholder unless, prior to the date such person became an
Interested Shareholder, a special committee of the board of directors of the
corporation approved either the Business Combination or the transaction that
resulted in the Shareholder becoming an Interested Shareholder. The provisions
of Section 302A.673 of the MBCA are not applicable to any of the
7
<PAGE> 9
transactions contemplated by the Merger Agreement, since the Merger Agreement
and the transactions contemplated thereby were approved by the Special Committee
prior to the execution thereof.
ITEM 9. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
Exhibit A Offer to Purchase dated February 29, 2000.(1)
Exhibit B Letter of Transmittal.(1)
Exhibit C Merger Agreement, dated February 25, 2000, by and among
Cisco, the Purchaser and the Company.(1)
Exhibit D Stock Purchase Agreement, dated February 25, 2000, between
Cisco Systems, Inc. and Spanlink Acquisition Corp.(1)
Exhibit E Employment Agreement between Spanlink Communications, Inc.
and Patrick P. Irestone dated September 23, 1994 and
Amendment dated January 31, 1997.(2)
</TABLE>
- ---------------
(1) Incorporated by reference to the Schedule TO filed by Spanlink Acquisition
Corp. on February 29, 2000.
(2) Incorporated by reference to Exhibit 10.12 to the Company's Registration
Statement on Form SB-2, File No. 333-2022-C.
8
<PAGE> 10
SIGNATURE
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
correct.
Dated: February 29, 2000
SPANLINK COMMUNICATIONS, INC
By /s/ BRETT A. SHOCKLEY
------------------------------------
Brett A. Shockley
Chief Executive Officer
9
