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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. 5
CUSTOMEDIX CORPORATION
(NAME OF THE ISSUER)
CUSTOMEDIX CORPORATION
CUS ACQUISITION, INC.
DR. GORDON S. COHEN
THE COHEN FAMILY TRUST PARTNERSHIP
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
__________
232038 20 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
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<TABLE>
<S> <C>
Mr. Martin L. Schulman Dr. Gordon S. Cohen
President President
Customedix Corporation CUS Acquisition, Inc.
53 North Plains Industrial Road 53 North Plains Industrial Road
Wallingford, Connecticut 06492 Wallingford, Connecticut 06492
(203) 284-9079 (203) 269-5534
Dr. Gordon S. Cohen Dr. Gordon S. Cohen, Trustee
c/o Customedix Corporation Managing Partner
53 North Plains Industrial Road The Cohen Family Trust Partnership
Wallingford, Connecticut 06492 c/o Customedix Corporation
(203) 284-9079 53 North Plains Industrial Road
Wallingford, Connecticut 06492
</TABLE>
(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: / /
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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 (and with respect to Schedule
13E-3, CUS Acquisition, Inc., Dr. Gordon S. Cohen and
The Cohen Family Trust Partnership)
Date Filed: July 2, 1996
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INTRODUCTION
This Amendment No. 5 amends and supplements the Rule 13e-3 Transaction
Statement (the "Statement") filed with the Securities and Exchange Commission
(the "Commission") on July 2, 1996, and amended on July 3, 1996, August 16,
1996, August 28, 1996, and September 3, 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"), Dr. Gordon S. Cohen and The Cohen
Family Trust Partnership, a Connecticut general partnership (the "Partnership"),
concerning the merger (the "Merger") of the Buyer with and into the Company.
The Merger was consummated on September 30, 1996, the date the
Certificate of Merger was duly filed with the Secretary of State of the State of
Delaware in accordance with the Delaware General Corporation Law (the "Effective
Time"), following a Special Meeting of the Stockholders of the Company (the
"Special Meeting"), at which the stockholders of the Company approved the
authorization and adoption of the Agreement and Plan of Merger, dated
as of June 10, 1996, between the Company and the Buyer (the "Merger Agreement,"
a copy of which is included as Annex A to the Proxy Statement which has been
filed as Exhibit (d) to this Statement).
After the Special Meeting and immediately prior to the Effective Time,
the shares of Common Stock of the Company held by Dr. Cohen and the Partnership
were transferred to the Buyer in exchange for all of the issued and outstanding
stock of the Buyer. Pursuant to the Merger Agreement, upon consummation of the
Merger, each share of Common Stock, par value $.01 per share (the "Common
Stock"), of the Company (other than shares (i) held in the treasury of the
Company, (ii) owned by the Buyer and (iii) held by stockholders who have not
voted in favor of the Merger and who have otherwise properly exercised their
rights for appraisal of such shares in accordance with Section 262 of the
Delaware General Corporation Law) was converted into the right to receive, upon
surrender of the certificate evidencing such share, $2.375 per share in cash,
without interest. Common Stock owned by the Buyer or held by the Company in
treasury was cancelled, and each outstanding share of common stock of the Buyer
was converted into one share of common stock of the surviving corporation of
the Merger.
After the Effective Time, no equity securities of the Company to which
this Statement relates were outstanding.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(b) After the Effective Time, no equity securities of the Company to
which this Statement relates were outstanding.
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ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(c) In connection with the acquisition of the Company's stock from the
stockholders of the Company (other than shares to be owned by the Buyer), Dr.
Cohen received a commitment from New Jersey National Bank (the "Bank"), the
Company's principal lender, providing for financing in an aggregate amount of up
to $3 million. In connection with negotiation of this loan, the Bank agreed to
increase the aggregate amount of the loan to $3.5 million. Copies of the
Commitment, dated March 22, 1996, of the Bank, and a letter agreement, dated
June 10, 1996, among the Bank, the Buyer and Dr. Cohen, were filed as Exhibit
(a)(1) and (a)(2) to this Statement. A copy of the letter agreement, dated
August 30, 1996, among the Bank, the Buyer and Dr. Cohen, is filed as Exhibit
(a)(3) to this Statement. As previously reported, it is currently anticipated
that additional funds required to effect the acquisition of the Company's stock
in connection with the Merger will be obtained from personal funds of Dr. Cohen
and/or the working capital of the Company, as the surviving corporation of the
Merger.
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) After the Effective Time, no equity securities of the Company to
which this Statement relates were outstanding.
(b) The transfer to the Buyer of the shares of Common Stock of the
Company held by Dr. Cohen and the Partnership was consummated immediately prior
to the Effective Time. The Merger to which this Statement relates was
consummated at the Effective Time.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
All items have been previously filed, except as indicated with an
asterisk(*).
(a)(1) Commitment letter of New Jersey National Bank,
dated March 22, 1996, addressed to Dr. Gordon S.
Cohen.
(a)(2) Letter agreement, dated June 10, 1996, among New
Jersey National Bank, the Buyer and Dr. Gordon S.
Cohen.
*(a)(3) Letter agreement, dated August 30, 1996, among New
Jersey National Bank, the Buyer and Dr. Gordon S.
Cohen.
(b) Discussion materials, dated May 1, 1996, delivered
by Tucker Anthony Incorporated to the Special
Committee of the Board of Directors.
(c)(1) Agreement and Plan of Merger, dated as of June 10,
1996, between the Company and the Buyer (filed
herewith as Annex A to the Proxy Statement that is
filed as Exhibit (d) hereto).
(c)(2) Engagement Letter, dated March 7, 1996, between the
Company and Tucker Anthony Incorporated.
(c)(3) Engagement Letter, dated June 7, 1996, among the
Company, Levett, Rockwood & Sanders Professional
Corporation and Carter Capital Corporation.
(c)(4) Memorandum of Understanding, dated June 3, 1996,
entered into by counsel to the parties to the
consolidated action In Re Customedix Corporation
Shareholders Litigation, Cons. Civil Action No.
14812.
(c)(5) Stipulation of Settlement, dated July 25, 1996,
entered into by counsel to the parties to the
consolidated action In Re Customedix Corporation
Shareholders Litigation, Cons. Civil Action
No. 14812.
(d) Revised Definitive Proxy Statement of the Company,
Notice of Special Meeting of Stockholders of the
Company, Letter to Stockholders of the Company,
and Form of Proxy Card.
(e) Section 262 of the Delaware General Corporation Law
(filed herewith as Annex B to the Revised
Definitive Proxy Statement that is filed as
Exhibit (d) hereto).
(f) None.
(g)(1) Consolidated Balance Sheets as of June 30, 1995,
and 1994; Consolidated Statements of Operations for
the Years Ended June 30, 1995, 1994 and 1993;
Consolidated Statements of Stockholders' Equity for
the Years Ended June 30, 1995, 1994 and 1993;
Consolidated Statements of Cash Flows for the Years
Ended June 30, 1995, 1994 and 1993; Notes to
Consolidated Financial Statements.
(g)(2) Condensed Consolidated Balance Sheets
March 31, 1996 (Unaudited), and June 30, 1995;
Condensed Consolidated Statements of Operations
(Unaudited)--Nine Months Ended March 31, 1996, and
1995; Condensed Consolidated Statement of
Operations (Unaudited)--Three Months Ended
March 31, 1996, and 1995; Condensed Consolidated
Statements of Cash Flows (Unaudited)--Nine Months
Ended March 31, 1996, and 1995; Notes to
Condensed Consolidated Financial Statements March
31, 1996 (Unaudited).
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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: September 30, 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: September 30, 1996 CUS ACQUISITION, INC.
By: /s/ Gordon S. Cohen
--------------------------
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: September 30, 1996
By: /s/ Gordon S. Cohen
--------------------------
Gordon S. Cohen
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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: September 30, 1996 THE COHEN FAMILY TRUST PARTNERSHIP
By: /s/ Gordon S. Cohen
--------------------------
Name: Gordon S. Cohen, Trustee
Title: Managing Partner
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EXHIBIT INDEX
All items have been previously filed, except as indicated
with an asterisk(*).
EXHIBIT NO. DESCRIPTION
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(a)(1) Commitment letter of New Jersey National Bank, dated March 22,
1996, addressed to Dr. Gordon S. Cohen.
(a)(2) Letter agreement, dated June 10, 1996, among New Jersey
National Bank, the Buyer and Dr. Gordon S. Cohen.
*(a)(3) Letter agreement, dated August 30, 1996, among New
Jersey National Bank, the Buyer and Dr. Gordon S.
Cohen.
(b) Discussion materials, dated May 1, 1996, delivered by Tucker
Anthony Incorporated to the Special Committee of the Board of
Directors.
(c)(1) Agreement and Plan of Merger, dated as of June 10, 1996,
between the Company and the Buyer (filed herewith as Annex A
to the Proxy Statement that is filed as Exhibit (d) hereto).
(c)(2) Engagement Letter, dated March 7, 1996, between the Company
and Tucker Anthony Incorporated.
(c)(3) Engagement Letter, dated June 7, 1996, among the Company,
Levett, Rockwood & Sanders Professional Corporation and Carter
Capital Corporation.
(c)(4) Memorandum of Understanding, dated June 3, 1996, entered into
by counsel to the parties to the consolidated action In Re
Customedix Corporation Shareholders Litigation, Cons. Civil
Action No. 14812.
(c)(5) Stipulation of Settlement, dated July 25, 1996, entered into
by counsel to the parties to the consolidated action In Re
Customedix Corporation Shareholders Litigation, Cons. Civil
Action No. 14812.
(d) Revised Definitive Proxy Statement of the Company, Notice of
Special Meeting of Stockholders of the Company, Letter to
Stockholders of the Company, and Form of Proxy Card.
(e) Section 262 of the Delaware General Corporation Law (filed
herewith as Annex B to the Proxy Statement that is filed as
Exhibit (d) hereto).
(f) None.
(g)(1) Consolidated Balance Sheets as of June 30, 1995, and 1994;
Consolidated Statements of Operations for the Years Ended June
30, 1995, 1994 and 1993; Consolidated Statements of
Stockholders' Equity for the Years Ended June 30, 1995, 1994
and 1993; Consolidated Statements of Cash Flows for the Years
Ended June 30, 1995, 1994 and 1993; Notes to Consolidated
Financial Statements.
(g)(2) Condensed Consolidated Balance Sheets March 31, 1996
(Unaudited), and June 30, 1995; Condensed Consolidated
Statements of Operations (Unaudited)--Nine Months Ended
March 31, 1996, and 1995; Condensed Consolidated Statement of
Operations (Unaudited)--Three Months Ended March 31, 1996,
and 1995; Condensed Consolidated Statements of Cash Flows
(Unaudited)--Nine Months Ended March 31, 1996, and 1995; Notes
to Condensed Consolidated Financial Statements March 31, 1996
(Unaudited).
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