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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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
This Amendment No. 3 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 10. ADDITIONAL INFORMATION.
(f) On September 1, 1999, Purchaser, Merger Sub, DICOM and
Private Equity Partners announced that Purchaser has exercised its right under
the Merger Agreement to extend the Offer. The Offer will now expire at 12:00
midnight, New York time, on Wednesday, September 8, 1999, unless the Offer is
further extended.
A copy of the press release issued by Purchaser, Merger Sub,
DICOM and Private Equity Partners is filed as Exhibit (a)(10) to the Schedule
14D-1 and is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press release issued by Purchaser, Merger Sub, DICOM
and Private Equity Partners on September 1, 1999.
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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 1, 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
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(10) Press release issued by Purchaser, Merger Sub,
DICOM and Private Equity Partners on September 1,
1999.
</TABLE>
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Exhibit (a)(10)
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 EXTENSION OF
EXPIRATION DATE OF CASH TENDER OFFER FOR SHARES OF KOFAX IMAGE
PRODUCTS, INC.
NEW YORK, NEW YORK -- September 1, 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 exercised its right under the Agreement and Plan of Merger
between ICC, IAC and Kofax Image Products, Inc. (NASDQ: KOFX) ("Kofax"), to
extend the expiration date of its $12.75 per share cash tender offer for all the
outstanding shares of common stock of Kofax to 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 4,207,138 (or 80%) of all outstanding
shares of common stock of Kofax had been validly tendered, including shares
tendered pursuant to guaranteed delivery procedures. The offer is being extended
to allow additional time to receive the additional shares necessary to
effectuate a short-form merger pursuant to Delaware law.
Further information is available from the Information Agent, MacKenzie
Partners, Inc. at (212) 929-5500 or (800) 322-2885.
