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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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 Amendment No.4 amends and supplements the Transaction Statement on
Schedule 13E-3 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").
The Offer expired at 12:00 midnight, New York Time, on Wednesday, September
8, 1999. Purchaser has purchased a total of 4,414,409 Shares which represent
approximately 84% of all Shares outstanding on September 16, 1999. The Company
will 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.
In connection with the special meeting of stockholders, and as notice of
the special meeting, the Company will distribute to holders of Shares an
Information Statement on Schedule 14C, a preliminary form of which was filed on
September 16, 1999 (together with any exhibits, annexes, amendments or
supplements thereto, the "Schedule 14C").
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(b), (c) The information set forth in "Information Statement Summary --
Price Range of Shares; Dividends" of the Schedule 14C is incorporated herein by
reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) The information set forth in "Information Statement Summary
- -- The Parties" of the Schedule 14C is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a), (b) The information set forth in "The Merger -- Background of the
Merger" of the Schedule 14C is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a), (b) The information set forth in "The Merger -- Interests of
Certain Persons in the Offer and the Merger" of the Schedule 14C is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(e) The information set forth in "Information Statement Summary --
The Special Meeting," in "Information Statement Summary -- The Merger," in "The
Special Meeting" and in "The Merger" of the Schedule 14C is incorporated herein
by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a), (c) The information set forth in "The Merger -- Source and Amount
of Funds" of the Schedule 14C is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) The information set forth in "Security Ownership of Directors
and Executive Officers of the Company," and in "Security Ownership of Certain
Beneficial Owners" of the Schedule 14C is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "The Merger -- Interests of Certain Persons
in the Offer and the Merger" of the Schedule 14C is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION.
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The information set forth in the Schedule 14C which is filed as Exhibit
(g)(5) hereto is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(g)(5) A preliminary form of the Company's Information Statement on Schedule
14C was filed on September 16, 1999 and is incorporated by reference.
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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
September 16, 1999
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EXHIBIT INDEX
(g)(5) A preliminary form of the Company's Information Statement on Schedule
14C was filed on September 16, 1999 and is incorporated by reference.
