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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 5)
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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)
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COPY TO:
SCOTT J. DAVIS
MAYER, BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603-3441
(312) 782-0600
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$84,182,055 $16,837
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* 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: / /
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This Amendment No. 5 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 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 11: ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended by adding the following
language:
Pursuant to the authority contained in the Merger Agreement, the
parties thereto have agreed that the date on which the Purchaser shall be merged
with and into the Company shall occur no later than June 30, 2000.
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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.
VEDIOR N.V.
By: /s/ C.K. Zachary Miles
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Name: C.K. Zachary Miles
Title: Chief Financial Officer
TIBERIA B.V.
By: /s/ C.K. Zachary Miles
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Name: C.K. Zachary Miles
Title: Managing Director
PLATFORM PURCHASER INC.
By: /s/ C.K. Zachary Miles
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Name: C.K. Zachary Miles
Title: President
Dated: June 9, 2000
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