<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
ACSYS, INC.
(Name of Subject Company (issuer))
VEDIOR N.V.
TIBERIA B.V.
PLATFORM PURCHASER INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, NO PAR VALUE
(including associated Series A Junior Participating
Preferred Stock Purchase Rights)
(Title of Class of Securities)
00087X 103
(CUSIP Number of Class of Securities)
C.K. ZACHARY MILES
C/O SELECT APPOINTMENTS NORTH AMERICA INC.
60 HARVARD MILL SQUARE
WAKEFIELD, MA 01880
(781) 213-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
on Behalf of the Filing Persons)
COPY TO:
SCOTT J. DAVIS
MAYER, BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603-3441
(312) 782-0600
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$84,182,055 $16,837
- ---------------
* Calculated solely for purposes of determining the filing fee, assuming the
purchase of 16,836,411 shares at the tender offer price of $5.00 per share of
common stock.
** Previously paid in connection with the filing made on April 27, 2000.
/ / Check the box if any part of the fee is offset as provided by Rule 0-11(a)
(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount previously paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date filed: N/A
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ Third party tender offer subject to Rule 14d-1.
/ / Issuer tender offer subject to Rule 13e-4.
/ / Going-private transaction subject to Rule 13e-3.
/ / Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:/ /
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on April 27, 2000, by Vedior N.V. ("Vedior"), a company organized
under the laws of the Netherlands, Tiberia B.V. ("Tiberia"), a company organized
under the laws of the Netherlands, and Platform Purchaser Inc., a Georgia
corporation (the "Purchaser") and an affiliate of Vedior and to become,
immediately prior to the initial purchase of Shares (as defined below) under the
Offer (as defined below), a wholly owned subsidiary of Tiberia. The Schedule TO
relates to the offer by the Purchaser (the "Offer") to purchase all the
outstanding shares of common stock, no par value per share (including the
associated series A junior participating preferred stock purchase rights, the
"Shares"), of Acsys, Inc., a Georgia corporation (the "Company"), at a purchase
price of $5 per Share, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated April 27, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal. The following items in the Schedule TO are hereby
amended in order to amend in the manner described below the disclosure
appearing in the following sections of the Offer to Purchase included in the
Schedule TO:
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The disclosure appearing in Section 9 of the Offer to Purchase ("Certain
Information Concerning the Purchaser, Parent and Vedior") is hereby amended
such that the fourth sentence of the first paragraph thereof would be as
follows:
Parent does not currently conduct any activities unrelated to the
acquisition of the Company.
ITEM 4. TERMS OF THE TRANSACTION.
The phrase "or the payment therefor" that appears on the first line of
page 43 of the Offer to Purchase, in Section 14 of the Offer to Purchase
("Certain Conditions of the Offer"), is hereby deleted from the conditions to
the Offer.
ITEM 12. EXHIBITS.
ITEM DESCRIPTION
*(a)(1)(A) Offer to Purchase dated April 27, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(1)(F) Letter to Shareholders dated April 27, 2000, from the Chairman
of the Board and Chief Executive Officer of the Company.
*(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
*(a)(1)(H) Summary advertisement published April 27, 2000
(a)(2) - (4) Not applicable.
*(a)(5) Joint Press Release issued by Vedior and the Company on April
17, 2000.
2
<PAGE>
*(b) Agreement in Principle between ING and VHBV Relating to the
Acquisition of Acsys, Inc., dated as of April 13, 2000, among
ING Bank Corporate, Vedior Holding B.V. and Vedior.
(d)(1) Agreement and Plan of Merger, dated as of April 16, 2000, by
and among Parent, the Purchaser, Vedior, Select Appointments
North America Inc. and the Company (incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of the Company
filed on April 18, 2000).
*(d)(2) Employment Agreement, dated September 1997, by and among the
Company, ACSYS Resources, Inc. and Harry J. Sauer.
(d)(3) Amendment of Employment Agreement, dated as of April 16, 2000,
by and among Harry J. Sauer, the Company and Acsys Resources,
Inc. (incorporated by reference to Exhibit 10.4 to the Current
Report on Form 8-K of the Company filed on April 18, 2000).
*(d)(4) Employment Agreement, dated May 16, 1997, and as amended on May
16, 1997, by and between the Company and David C. Cooper.
(d)(5) Amendment of Employment Agreement, dated as of April 16, 2000,
by and between David C. Cooper and the Company (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed on April 18, 2000).
(d)(6) Employment Agreement, dated February 7, 2000, by and between
the Company and Patricia Kennedy (incorporated by reference to
Exhibit 10.29 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999).
(d)(7) Amendment of Employment Agreement, dated as of April 16, 2000,
by and between Patricia Kennedy and the Company (incorporated
by reference to Exhibit 10.2 to the Current Report on Form 8-K
of the Company filed on April 18, 2000).
(d)(8) Employment Agreement, dated August 21, 1998, between the
Company and Brady W. Mullinax, Jr. (incorporated by reference
to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998).
(d)(9) Amendment of Employment Agreement, dated as of April 16, 2000,
by and between Brady W. Mullinax, Jr. and the Company
(incorporated by reference to Exhibit 10.3 to the Current
Report on Form 8-K of the Company filed on April 18, 2000).
(d)(10) Support Agreement, dated as of April 16, 2000, by and among
Vedior, the Purchaser, David C. Cooper and Teri L. Cooper
(incorporated by reference to Exhibit 2.2 to the Current Report
on Form 8-K of the Company filed on April 18, 2000).
(d)(11) Support Agreement, dated as of April 16, 2000, by and among
Vedior, the Purchaser, Harry J. Sauer and The Sauer Family
Foundation (incorporated by reference to Exhibit 2.3 to the
Current Report on Form 8-K of the Company filed on April 18,
2000).
*(d)(12) Confidentiality Agreement, dated May 21, as amended on March
31, 2000, by and among the Company, Select Appointments
(Holdings) PLC and Vedior.
(g) Not applicable.
(h) Not applicable.
- ------------------
*Previously filed.
3
<PAGE>
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.
VEDIOR N.V.
By: /s/ C.K. Zachary Miles
-----------------------------
Name: C.K. Zachary Miles
Title: Chief Financial Officer
TIBERIA B.V.
By: /s/ A.W.M. Giesen
-----------------------
Name: A.W.M. Giesen
Title: Managing Director
PLATFORM PURCHASER INC.
By: /s/ C.K. Zachary Miles
------------------------
Name: C.K. Zachary Miles
Title: President
Dated: May 12, 2000
4
<PAGE>
INDEX TO EXHIBITS
ITEM DESCRIPTION
*(a)(1)(A) Offer to Purchase dated April 27, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(1)(F) Letter to Shareholders dated April 27, 2000, from the Chairman
of the Board and Chief Executive Officer of the Company.
*(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
*(a)(1)(H) Summary advertisement published April 27, 2000
(a)(2) - (4) Not applicable.
*(a)(5) Joint Press Release issued by Vedior and the Company on April
17, 2000.
*(b) Agreement in Principle between ING and VHBV Relating to the
Acquisition of Acsys, Inc., dated as of April 13, 2000, among
ING Bank Corporate, Vedior Holding B.V. and Vedior.
(d)(1) Agreement and Plan of Merger, dated as of April 16, 2000, by
and among Parent, the Purchaser, Vedior, Select Appointments
North America Inc. and the Company (incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of the Company
filed on April 18, 2000).
*(d)(2) Employment Agreement, dated September 1997, by and among the
Company, ACSYS Resources, Inc. and Harry J. Sauer.
(d)(3) Amendment of Employment Agreement, dated as of April 16, 2000,
by and among Harry J. Sauer, the Company and Acsys Resources,
Inc. (incorporated by reference to Exhibit 10.4 to the Current
Report on Form 8-K of the Company filed on April 18, 2000).
*(d)(4) Employment Agreement, dated May 16, 1997, and as amended on May
16, 1997, by and between the Company and David C. Cooper.
(d)(5) Amendment of Employment Agreement, dated as of April 16, 2000,
by and between David C. Cooper and the Company (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed on April 18, 2000).
(d)(6) Employment Agreement, dated February 7, 2000, by and between
the Company and Patricia Kennedy (incorporated by reference to
Exhibit 10.29 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999).
5
<PAGE>
(d)(7) Amendment of Employment Agreement, dated as of April 16, 2000,
by and between Patricia Kennedy and the Company (incorporated
by reference to Exhibit 10.2 to the Current Report on Form 8-K
of the Company filed on April 18, 2000).
(d)(8) Employment Agreement, dated August 21, 1998, between the
Company and Brady W. Mullinax, Jr. (incorporated by reference
to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998).
(d)(9) Amendment of Employment Agreement, dated as of April 16, 2000,
by and between Brady W. Mullinax, Jr. and the Company
(incorporated by reference to Exhibit 10.3 to the Current
Report on Form 8-K of the Company filed on April 18, 2000).
(d)(10) Support Agreement, dated as of April 16, 2000, by and among
Vedior, the Purchaser, David C. Cooper and Teri L. Cooper
(incorporated by reference to Exhibit 2.2 to the Current Report
on Form 8-K of the Company filed on April 18, 2000).
(d)(11) Support Agreement, dated as of April 16, 2000, by and among
Vedior, the Purchaser, Harry J. Sauer and The Sauer Family
Foundation (incorporated by reference to Exhibit 2.3 to the
Current Report on Form 8-K of the Company filed on April 18,
2000).
*(d)(12) Confidentiality Agreement, dated May 21, as amended on March
31, 2000, by and among the Company, Select Appointments
(Holdings) PLC and Vedior.
(g) Not applicable.
(h) Not applicable.
- ------------------
*Previously filed.
6
