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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 1
CUSTOMEDIX CORPORATION
(NAME OF THE ISSUER)
CUSTOMEDIX CORPORATION
CUS ACQUISITION, INC.
GORDON S. COHEN
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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232038 20 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
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<S> <C> <C>
Martin L. Schulman Gordon S. Cohen
President President Gordon S. Cohen
Customedix Corporation CUS Acquisition, Inc. c/o Customedix Corporation
53 North Plains Industrial Road 53 North Plains Industrial Road 53 North Plains Industrial Road
Wallingford, Connecticut 06492 Wallingford, Connecticut 06492 Wallingford, Connecticut 06492
(203) 284-9079 (203) 269-5534 (203) 284-9079
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(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
This statement is filed in connection with (check the appropriate box):
(a) /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c)
under the Securities Exchange Act of 1934.
(b) / / The filing of a registration statement under the Securities Act of 1933.
(c) / / A tender offer.
(d) / / None of the above.
Check the following box if soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /X/
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
$3,829,910.75 $ 765.98
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* Solely for purposes of calculating the filing fee, the
transaction value assumes the purchase of up to 1,612,594 shares
of Common Stock held by stockholders of the Company other than
1,683,292 shares of Common Stock to be held by CUS Acquisition,
Inc. (the number of shares proposed to be acquired in the
transaction that is the subject of this Statement), at a
purchase price of $2.375 per share, without interest. The amount
of the filing fee, calculated pursuant to Section 13(e)(3) of
the Securities Exchange Act of 1934 and Rule 0-11 thereunder,
equals 1/50th of one percentum of the value of the shares to be
purchased.
/X/ Check 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: $765.98
Form or Registration No.: Preliminary Proxy Statement-Schedule 14A and Schedule
13E-3; File Nos. 001-0708 and 005-31938, respectively
Filing Party: Customedix Corporation
Date Filed: July 2, 1996
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This Amendment No. 1 (this "Amendment No. 1") amends the Rule 13e-3
Transaction Statement on Schedule 13E-3 (the "Statement") filed with the
Securities and Exchange Commission (the "SEC") on July 2, 1996, on behalf of
Customedix Corporation, a Delaware corporation and the issuer of the class of
equity securities to which the Statement relates (the "Company"), CUS
Acquisition, Inc., a Delaware corporation (the "Buyer"), and Dr. Gordon S.
Cohen, relating to the preliminary proxy statement of the Company concerning
the proposed merger of the Buyer with and into the Company.
The signature pages of the Company, the Buyer and Dr. Cohen to the
Statement filed with the SEC on July 2, 1996, inadvertently omitted the date
thereof. This Amendment No. 1 hereby inserts the date "July 1, 1996" on each
signature page to the Statement filed with the SEC on July 2, 1996.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 3, 1996 CUSTOMEDIX CORPORATION
By: /s/ Martin L. Schulman
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Name: Martin L. Schulman
Title: President
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SIGNATURE
After due inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 3, 1996 CUS ACQUISITION, INC.
By: /s/ Gordon S. Cohen
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Name: Gordon S. Cohen
Title: President
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SIGNATURE
After due inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 3, 1996
By: /s/ Gordon S. Cohen
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Gordon S. Cohen
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