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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(FINAL AMENDMENT)
KOFAX IMAGE PRODUCTS, INC.
(Name of the Issuer)
IMAGING COMPONENTS CORPORATION
IMAGING ACQUISITION CORPORATION
DICOM GROUP PLC
DRESDNER KLEINWORT BENSON PRIVATE EQUITY LP
DAVID S. SILVER
DEAN A. HOUGH
RONALD J. FIKERT
RICHARD M. MURPHY
KEVIN DRUM
KOFAX IMAGE PRODUCTS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Titles of Classes of Securities)
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50020010
(Cusip Number of Classes of Securities)
ARNOLD VON BUREN
BUSINESS BUILDING FORREN WEST
GRUNDSTRASSE 14
CH-6343 ROTKREUZ, ZUG, SWITZERLAND
011-41-41-798-3070
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
EUNU CHUN, ESQ.
M. GILBEY STRUB, ESQ.
KIRKLAND & ELLIS
153 EAST 53RD STREET, 39TH FLOOR
NEW YORK, NEW YORK 10022
(212) 446-4800
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This Final Amendment amends and supplements the Transaction Statement
on Schedule 13E-3 (the "Schedule 13E-3") originally filed on August 3, 1999, as
amended, relating to the offer by Imaging Components Corporation, a Delaware
corporation (the "Purchaser"), to purchase all the outstanding shares of common
stock, par value $.001 per share (the "Shares") of the Company at a purchase
price of $12.75 per 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 August 3, 1999 (the "Offer to Purchase") and the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer").
All capitalized terms used in this Amendment without definition have
the meanings attributed to them in the Schedule 13E-3.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10(a) is hereby amended and supplemented to incorporate by
reference the information set forth in the Press Release issued by Purchaser,
Merger Sub, DICOM and Private Equity on October 18, 1999, attached hereto as
Exhibit (g)(6).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(g)(6) Press release issued by Purchaser, Merger Sub, DICOM and Private Equity
Partners on October 18, 1999.
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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.
IMAGING COMPONENTS CORPORATION
By: /s/ ARNOLD VON BUREN
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Name: Arnold Von Buren
Title: Secretary
IMAGING ACQUISITION CORPORATION
By: /s/ ARNOLD VON BUREN
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Name: Arnold Von Buren
Title: Secretary
DRESDNER KLEINWORT BENSON PRIVATE EQUITY
PARTNERS LP
By: DRESDNER KLEINWORT BENSON PRIVATE
EQUITY LLC, Its General Partner
By: /s/ ALEXANDER P. COLEMAN
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Alexander P. Coleman
Authorized Person
KOFAX IMAGE PRODUCTS, INC.
By: /s/ RONALD J. FIKERT
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Name: Ronald J. Fikert
Title: Vice President--Finance, Chief
Financial Officer and Secretary
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DAVID S. SILVER
/s/ DAVID S. SILVER
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David S. Silver
DEAN A. HOUGH
/s/ DEAN A. HOUGH
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Dean A. Hough
RONALD J. FIKERT
/s/ RONALD J. FIKERT
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Ronald J. Fikert
RICHARD M. MURPHY
/s/ RICHARD M. MURPHY
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Richard M. Murphy
KEVIN DRUM
/s/ KEVIN DRUM
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Kevin Drum
October 19, 1999
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EXHIBIT INDEX
(g)(6) Press release issued by Purchaser, Merger Sub, DICOM and
Private Equity Partners on October 18, 1999.
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Exhibit (g)(6)
FOR IMMEDIATE RELEASE
CONTACTS:
Reorg. Department (The Bank of New York): (212) 815-5788
Jon Hartzell (Corporate and External Affairs, Dresdner Kleinwort Benson
North America): (212) 429-2939
Alexander P. Coleman (Dresdner Kleinwort Benson Private Equity Partners):
(212) 429-3120
IMAGING COMPONENTS CORPORATION ANNOUNCES
OTCOMPLETION OF KOFAX ACQUISITION
NEW YORK, NEW YORK, October 18, 1999 - Imaging Components Corporation ("ICC"),
Imaging Acquisition Corporation ("IAC"), DICOM GROUP plc (LSE: DCM) and
Dresdner Kleinwort Benson Private Equity Partners LP announced today that ICC
has completed its acquisition of Kofax Image Products, Inc. (NASDAQ: KOFX)
("Kofax"). The acquisition was completed through the merger of ICC's wholly
owned subsidiary, IAC, with and into Kofax. The merger follows ICC's
acquisition in a tender offer of approximately 84% of the outstanding Kofax
common shares for $12.75 per share in cash. The merger was approved by Kofax's
stockholders at a special meeting held on Friday, October 15, 1999.
Under the terms of the merger, all remaining Kofax stockholders, except for
certain stockholders as described in the Merger Agreement between the parties,
will receive, without interest, $12.75 in cash upon surrender of the
certificates for their shares to The Bank of New York, as Paying Agent. A
Notice of Merger and Letter of Transmittal for surrendering shares will be
mailed promptly to all remaining holders of record of shares of Kofax common
stock. In connection with the merger, Kofax will terminate its obligation to
file reports and other documents with the Securities and Exchange Commission
and delist its shares from the Nasdaq National Market.
As a result of the merger, Kofax is now a wholly owned subsidiary of ICC.
Kofax's business will continue to operate under the name Kofax Image Products,
Inc.
Further information regarding acceptance and payment for tendered shares is
available from the Paying Agent, The Bank of New York at (212) 815-5788.
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