<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. 4)
-----------------
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. 4 further amends and supplements the Tender Offer
Statement on Schedule TO (as amended to date, 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 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 (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Capitalized terms used and not defined
herein shall have the meanings assigned to such terms in the Offer to
Purchase and the Schedule TO. 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 8: INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 8 of the Schedule TO is hereby amended by adding the following
language:
At 12:00 midnight, New York City time on Wednesday, May 24, 2000, the
Offer expired. Based on preliminary information provided by the Paying
Agent, 14,186,892 Shares were validly tendered and not withdrawn pursuant to
the Offer (including approximately 214,810 Shares subject to guarantees of
delivery). Purchaser has accepted for payment all such Shares at the Offer
Price. After giving effect to the results of the Offer, and prior to giving
effect to the purchase of any Shares validly tendered and accepted for
payment during the subsequent offering period described in the Offer to
Purchase, Tiberia presently beneficially owns approximately 14,186,892
Shares, or approximately 97.8% of the total Shares outstanding.
ITEM 12: EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following information:
(a)(5)(A) Press Release issued by Vedior on May 25, 2000.
2
<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/ C.K. Zachary Miles
------------------------------------
Name: C.K. Zachary Miles
Title: Managing Director
PLATFORM PURCHASER INC.
By: /s/ C.K. Zachary Miles
-----------------------------------
Name: C.K. Zachary Miles
Title: President
Dated: May 25, 2000
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM DESCRIPTION
- ---- ------------
<S> <C>
(a)(5)(A) Press Release issued by Vedior on May 25, 2000.
</TABLE>
<PAGE>
Exhibit (a)(5)(A)
PRESS RELEASE
- --------------------------------------------------------------------------------
Amsterdam, 25 May 2000
VEDIOR N.V. ANNOUNCES RESULTS OF OFFER FOR ACSYS, INC.
Vedior N.V. ("Vedior") announced today the results of its cash tender offer
to purchase all outstanding shares of Acsys, Inc. ("Acsys") (AMEX: AYS).
Based on information provided by Wilmington Trust Company, acting as Paying
Agent, 14,186,892 shares of Acsys representing approximately 97.8% percent of
all outstanding shares, were validly tendered and not withdrawn as of 12:00
midnight, New York City time, on May 24, 2000, the expiration date of the
tender offer (including 214,810 shares subject to guarantee of delivery), all
of which will be accepted by Platform Purchaser Inc., a wholly owned
subsidiary of Tiberia B.V., which is owned jointly by Vedior and ING Bank
Corporate Investments. Payment for shares properly tendered and accepted will
be made as promptly as practical and, in the case of shares tendered by
guaranteed delivery procedures, promptly after delivery of shares and
required documentation.
Platform Purchaser Inc. will acquire the remaining shares of Acsys in a
merger in which each share of common stock will be converted into the right
to receive USD 5.00 in cash, the same consideration paid for shares in the
tender offer, subject to dissenters' rights, following which Acsys will
become a wholly owned subsidiary of Tiberia B.V.
Acsys, a publicly traded company in the United States with a listing on the
American Stock Exchange, is a leading national provider of specialty
professional, temporary and permanent placement services focused on the high
growth sectors of accounting/finance and information technology, with offices
located primarily in the Eastern and Southwest regions of the US.
Founded in 1997 and headquartered in Atlanta, Acsys currently operates more
than 40 offices across the US in major metropolitan markets including
Atlanta, Dallas, Philadelphia and Washington D.C. Acsys also provides
specialist personnel in engineering, human resources, insurance and legal,
and a recent move into sales and marketing, enabling the company to provide
added value staffing solutions to a broad mix of customers.
Following the completion of the acquisition, Acsys plans to expand its
relationships with existing clients by cross-selling services and pursuing
multi-location accounts or preferred vendor relationships. Through this
5
<PAGE>
investment, Vedior's specialty group, Select, will strengthen its position in
the US by broadening both its customer base and geographic coverages. The
existing and committed management team of Acsys will remain in place.
NOTES TO EDITORS:
With pro forma combined sales of approximately EUR 5.5 billion in 1999,
Vedior is one of the world's largest staffing companies. More than 12,500
employees in over 2,000 offices deliver their services in 27 countries
worldwide. Select, Vedior's specialty group, provides temporary and contract
staffing services in 18 different niche sectors internationally through a
network of 786 offices.
For further information, please contact:
Tony Martin, Vice Chairman of Vedior N.V., Chairman of Select
tel: +44 1727 842999
Zach Miles, Chief Financial Officer of Vedior N.V. and Select
tel: +44 1727 842999
Bas Rutgers, Director Corporate Marketing and Communication of Vedior N.V.
tel: +31 20 573 5665
US Media
Brad Mullinax, Executive Vice President Finance and Administration, of
Acsys, Inc.
Jodie Land-Charlop, Vice President, Corporate Communications of Acsys, Inc.
tel: +1 404 817 9440
Vedior N.V. and Acsys, Inc. state that information contained in this press
release, other than historical information, should be considered
forward-looking in nature and is subject to various risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or expected. Among the key
factors that may have a direct bearing on the operating results, performance
or financial condition of the companies are: the companies' ability to
achieve and manage growth; the companies' ability to cross-sell their
services and pursue multi-location accounts or preferred vendor
relationships; the companies' ability to attract and retain qualified
personnel; the companies' ability to develop new services; conditions in the
specialty professional staffing industry; general economic conditions and
other factors discussed from time to time in Acsys, Inc.'s filings with the
Securities and Exchange Commission.
6
