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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4*
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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KOFAX IMAGE PRODUCTS, INC.
(Name of Subject Company)
IMAGING COMPONENTS CORPORATION
IMAGING ACQUISITION CORPORATION
DICOM GROUP PLC
DRESDNER KLEINWORT BENSON PRIVATE
EQUITY PARTNERS LP
(Bidders)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
500200-10-0
(Cusip Number of Class of Securities)
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ARNOLD VON BUREN
BUSINESS BUILDING FORREN WEST
GRUNDSTRASSE 14
CH-6343 ROTKREUZ, ZG, SWITZERLAND
011-41-41798-3070
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
EUNU CHUN, ESQ.
M. GILBEY STRUB, ESQ.
KIRKLAND & ELLIS
CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NY 10022
(212) 446-4800
* Constituting the final amendment to Schedules 14D-1 and 13D
This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (as amended, the "Schedule 14D-1") and Statement on Schedule
13D, originally filed on August 3, 1999, 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 Kofax Image Products, Inc., a Delaware corporation (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"). Capitalized terms not defined
herein have the meanings assigned thereto in the Schedule 14D-1.
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ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
BIDDER.
Purchaser expects the Company to call a special meeting of
stockholders to approve the Merger. At the special meeting of stockholders,
Purchaser will vote all Shares acquired by it pursuant to the Offer in favor of
the Merger, which will be sufficient to approve the Merger under Delaware
General Corporation Law, the Company's Certificate of Incorporation and the
Company's Bylaws, without the vote of any other stockholder.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, New York Time, on
Wednesday, September 8, 1999. On September 9, 1999, Purchaser accepted for
payment a total of 4,413,509 Shares validly tendered pursuant to the Offer and
not withdrawn prior to the expiration of the Offer. The 4,413,509 Shares
represent approximately 84% of all Shares outstanding on September 8, 1999. A
copy of the press release issued by Purchaser, Merger Sub, DICOM and Private
Equity Partners on September 9, 1999, is attached hereto as Exhibit (a)(11) and
is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
A copy of the press release issued by Purchaser, Merger Sub,
DICOM and Private Equity Partners on September 9, 1999, is attached hereto as
Exhibit (a)(11) and is incorporated by herein reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press release issued by Purchaser, Merger Sub, DICOM
and Private Equity Partners on September 9, 1999.
2
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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, 1999
IMAGING COMPONENTS CORPORATION
By: /s/ Arnold von Buren
-----------------------------------
Name: Arnold von Buren
Title: Secretary
IMAGING ACQUISITION CORPORATION
By: /s/ Arnold von Buren
-----------------------------------
Name: Arnold von Buren
Title: Secretary
DICOM GROUP PLC
By: /s/ Arnold von Buren
-----------------------------------
Name: Arnold von Buren
Title: Secretary
DRESDNER KLEIN BENSON PRIVATE
EQUITY PARTNERS LP
By: DRESDNER KLEIN BENSON PRIVATE
EQUITY LLC, its General Partner
By: /s/ Alexander P. Coleman
-----------------------------------
Name: Alexander P. Coleman
Title: Authorized Person
3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(11) Press release issued by Purchaser, Merger Sub, DICOM
and Private Equity Partners on September 9, 1999.
4
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EXHIBIT (a)(11)
FOR IMMEDIATE RELEASE
CONTACTS:
Grace Protos (MacKenzie Partners) : (212) 929-5500
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
EXPIRATION OF KOFAX TENDER OFFER
NEW YORK, NEW YORK -- September 9, 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 the tender offer for all outstanding shares of common stock of Kofax
Image Products, Inc. (NASDQ: KOFX) ("Kofax") at a price of $12.75 per share in
cash, net to the seller, without interest, expired as scheduled, at 12:00
midnight, New York Time, on Wednesday, September 8, 1999. Based on information
provided by the Depositary, IBJ Whitehall Bank & Trust Company, a total of
approximately 4,413,509 (or 84%) of all outstanding shares of common stock of
Kofax were validly tendered.
ICC has accepted for purchase all shares validly tendered and not
withdrawn prior to the expiration of the tender offer. The shares tendered will
be purchased in accordance with the terms of the tender offer.
ICC expects Kofax to call a special meeting of shareholders to approve
the merger of IAC and Kofax.
Further information regarding acceptance and payment for tendered
shares is available from the Information Agent, MacKenzie Partners, Inc. at
(212) 929-5500 or (800) 322-2885.
