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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
ZapMe! Corporation
(Name of Subject Company)
ZapMe! Corporation
(Name of Person(s) Filing Statement)
Common Stock, $.01 per share par value
(Title of Class of Securities)
98912E 10 0
(CUSIP Number of Class of Securities)
John Flynn, Esq.
General Counsel, Vice President of
Government Affairs & Secretary
ZapMe! Corporation
3000 Executive Parkway, Suite 150
San Ramon, CA 94853
(925) 543-9226
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
WITH A COPY TO:
Wilbert H. Sirota, Esq.
George J. Nemphos, Esq.
Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, MD 21209-3600
(410) 580-3000
|X| Check the box if the filing relates solely to preliminary communications
made before the Commencement of a tender offer.
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PRELIMINARY COMMUNICATIONS MADE BEFORE COMMENCEMENT OF A TENDER OFFER:
(GILAT-SATELLITE-NETWORKS)(GILTF) Gilat Satellite Networks agrees to acquire 51%
of ZapMe! to jointly pursue vertical markets.
PETAH TIKVA, Israel and SAN RAMON, Calif.--October 3, 2000--Gilat Satellite
Networks Ltd. (Nasdaq:GILTF) and ZapMe! Corporation (Nasdaq:IZAP) today
announced an agreement under which Gilat will make a tender offer to acquire for
cash 51 percent of ZapMe!'s approximately 44.3 million outstanding shares at
$2.32 per share. The transaction is valued at approximately US$50 million. The
offer details will be published for shareholders within the next 10 days.
Certain shareholders of ZapMe! have agreed to tender their shares, and other
shareholders, including Lance Mortenson, ZapMe!'s Chairman, have granted Gilat
an option to purchase their shares, in each case at the tender offer price. The
option will only be exercised if the shares tendered in the offer are less than
51 percent of ZapMe!'s outstanding shares.
ZapMe! currently provides an advertising-supported, free broadband Internet
access network for schools nationwide, using a satellite-based network provided
by Gilat's Spacenet Inc. subsidiary. With the announcement of the Gilat tender
offer, ZapMe! plans to begin reducing its emphasis on the free service business
model, and intends to focus its r)Star Broadband Networks subsidiary on a
service-fee business model and new markets. Its customized browser technology
enables an industry-specific Internet access user interface, remotely managing
user applications and content. r)Star will leverage this technology and
multicast capabilities to deliver high speed Internet applications and services
to new vertical business market segments.
Currently served schools will continue to receive Internet service, although
going forward the company will discontinue the installation of free computer
labs for schools. In conjunction with its decision to transition to a vertical
business market focus, ZapMe! announced that it will explore other strategic
partnerships or alternatives, including the divestiture of its educational
network.
Yoel Gat, Gilat Chairman and Chief Executive Officer, stated, "Gilat is
currently focused on its core business and the rollout of consumer networks.
ZapMe! has proven its ability to build large vertical networks. This acquisition
will provide Gilat with the technology, employees, and resources to focus more
attention on the highly attractive business-to-business market and will become
the entity through which Gilat's vertical market initiatives will be addressed.
We believe the proprietary browser technology will be valuable to Gilat
globally, for such uses as schools and cybercafes in many international
markets."
ZapMe! Chairman Lance Mortensen added, "Gilat Satellite Networks is the right
partner with which to implement our new business strategy. Their broadband
networking expertise, research and development resources and current vertical
business initiatives position r)Star to further develop its unique technology
and to move aggressively toward the new and promising vertical business market
segments."
ZapMe!'s Chief Executive Officer, Rick Inatome, said: "We are excited about
this opportunity for our company and this association with Gilat. ZapMe!'s
leadership shares in the enthusiasm for the new direction the company is
taking."
The ZapMe! acquisition, which is planned to be completed by year-end 2000, is
not expected to materially impact Gilat financial results in 2001. A joint
conference call featuring Gilat Chairman Yoel Gat and ZapMe!
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Chairman Lance Mortensen to discuss the transaction will be scheduled after the
tender offer is issued, within the next 10 days.
The tender offer for the outstanding ZapMe! Common stock described in this
press release has not yet commenced. This announcement is neither an offer to
purchase shares nor a solicitation of an offer to sell securities, or any
recommendation with respect to the tender offer. At the time the offer is
commenced Gilat will file a Tender Offer Statement and ZapMe! will file a
Solicitation/Recommendation Statement with the U.S. Securities and Exchange
Commission. We advise all security holders to read the tender offer statement
when is available, because it will contain important information. You can get
the tender offer statement and other filed documents, when they are available,
for free at the Securities and Exchange Commission's website (www.sec.gov). You
can also get the tender offer statement and all other filed documents for free
from Gilat.
About ZapMe! Corporation
ZapMe!, the leading provider of quality technology and online educational
content to schools and communities nationwide, has built America's largest
Internet media network specializing in education. ZapMe! (www.zapme.com) is
located in San Ramon, Calif. For more information about the company, please call
925-543-0300.
About r)Star Broadband Networks, Inc.
r)Star Broadband Networks, Inc., a subsidiary of ZapMe! Corporation (Nasdaq:
IZAP), develops, provides and manages satellite-based networks for large-scale
deployment across corporate enterprises, educational systems, and user
communities of interest. r)Star's core products include remote high-speed
Internet access, data delivery, high-quality video and networking services
distributed though its satellite broadband Internet gateway and bi-directional
solutions. r)Star's technology assures instantaneous, consistent, secure and
reliable delivery of content within the r)Star network. r)Star is located in San
Ramon, CA, and can be reached at 925-327-7117 or at www.rstar.com
<http:/www.rstarnetworks.com> on the Web.
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About Gilat Satellite Networks Ltd.
Gilat Satellite Networks Ltd., with its global subsidiaries Spacenet Inc.,
Gilat Europe and Gilat Florida Inc., is a leading provider of telecommunications
solutions based on VSAT satellite network technology. The Company provides
satellite-based, end-to-end enterprise networking and rural telephony solutions
to customers across six continents, and markets interactive broadband data
services. The Company is a joint venture partner, with Microsoft Corp., EchoStar
Communications Corp. and ING Furman Selz Investments, in StarBand Communications
Inc., America's first consumer,always-on, nationwide, two-way, high-speed
satellite Internet service provider. StarBand is based in McLean, Va.
SkyBlaster(TM), Skystar Advantage(R), SkyWay(TM), DialAway(R) and FaraWay(TM)
are trademarks or registered trademarks of Gilat Satellite Networks Ltd. or its
subsidiaries. Visit Gilat at www.gilat.com and StarBand at www.starband.com.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Some information included in this press release
contain statements that are forward-looking. Such forward-looking information
involves significant risks and uncertainties that could affect anticipated
results in the future. These factors include, but are not limited to, (i) the
ability for r)Star to capture significant business in the corporate, commercial
and industrial markets, (ii) the company's ability to sign contracts in the near
future with automotive, food, hospitality and government sectors, and continued
customer acceptance of r)Star's services as well as additional risks and
uncertainties, detailed in the company's filings with the Securities and
Exchange Commission.
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Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995. The
words "estimate", "project", "intend", "expect", "believe" and similar
expressions are intended to identify forward-looking statements. These forward-
looking statements involve known and unknown risks and uncertainties. Many
factors could cause the actual results, performance or achievements of Gilat to
be materially different from any future results, performance or achievements
that may be expressed or implied by such forward-looking statements, including,
among others, Gilat's successful completion of the tender offer; r)Star's
ability to capture vertical business opportunities; ZapMe!'s ability to develop
strategic partnerships or alternatives to its education network; delay or
failure to obtain necessary regulatory approvals; changes in general economic
and business conditions, inability to maintain market acceptance to Gilat's
products, inability to timely develop and introduce new technologies, products
and applications, rapid changes in the market for Gilat's products, loss of
market share and pressure on prices resulting from competition, introduction of
competing products by other companies, inability to manage growth and expansion,
loss of key OEM partners, inability to attract and retain qualified personnel,
inability to protect the Company's proprietary technology and risks associated
with Gilat's international operations and its location in Israel For additional
information regarding these and other risks and uncertainties associated with
Gilat's business, reference is made to Gilat's reports filed from time to time
with the Securities and Exchange Commission.
CONTACT: GILAT COMPANY CONTACT: GILAT IR CONTACT:
Dianne VanBeber Ruder Finn, Inc.
Vice President, Investor Relations Magda Gagliano
Gilat Satellite Networks 212-593-6319
McLean, Virgina [email protected]
703-848-1515
[email protected]
or
ZapMe! Corporation Contact:
Robert Edwards
Chief Financial Officer
ZapMe!
San Ramon, California
925-242-5293
[email protected]
or
r)Star Investor Contact:
Juleen Murray
r)Star Broadband Networks
925-543-9239
[email protected]
or
ZapMe! Investor Relations:
Cecilia A. Wilkinson/Julie Crandall
Pondel/Wilkinson Group
310-207-9300
[email protected]
