<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
ZING TECHNOLOGIES, INC.
(Name of Subject Company)
IRC ACQUISITION CORPORATION
INTERNATIONAL RECTIFIER CORPORATION
(Names of Filing Persons)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
989601109
(CUSIP Number of Class of Securities)
L. Michael Russell, Esq.
International Rectifier Corporation
233 Kansas Street
El Segundo, CA 90245
(310) 726-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Bidders)
COPY TO:
Kendall Bishop, Esq.
O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, CA 90067
(310) 553-6700
January 28, 2000
Amount previously paid: none
Form or registration no.: n/a
Filing party: n/a
Date filed: n/a
/X/ Check the box if the filing relates solely to preliminary communications
made before 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: / /
(Continued on following pages)
1
<PAGE>
FOR MORE INFORMATION: FOR IMMEDIATE RELEASE
SHELLEY BAUMSTEN WAGERS JANUARY 28, 2000
310/726-8512
INTERNATIONAL RECTIFIER TO BUY ZING FOR $15.36 PER SHARE
TO EXPAND PROPRIETARY BUSINESS
EL SEGUNDO, CALIF., January 28, 2000 -- International Rectifier
(NYSE:IRF) and Zing Technologies (Nasdaq:Zing) today announced that IR agreed
to acquire all the outstanding shares of Zing for a cash purchase price of
$15.36 per share.
Zing's wholly-owned subsidiary and sole operating business, Omnirel,
supplies power semiconductor modules and components. Omnirel's products,
customers, technology and manufacturing capabilities provide a strategic
complement to IR's own fast-growing proprietary control and subsystems
business. The control and subsystems business of the combined operations has
annualized revenue of about $100 million.
The purchase price for the transaction is approximately $28.5 million
(net of Zing's cash on hand). International Rectifier will commence a cash
tender offer for the outstanding shares of Zing by early February and expects
to complete the tender offer in March.
IR chief executive officer, Alex Lidow, commented, "This acquisition
accelerates the growth of our proprietary control and subsystems business,
enhances our product offerings for aerospace and other lucrative
high-reliability applications, and provides greater access to customers who can
benefit from the combination of IR and Omnirel technologies to manage their
power requirements."
Robert E. Schrader, Zing Technologies chairman and chief executive
officer, noted, "Our Board of Directors has unanimously approved the proposed
acquisition as being in the best interests of Zing and its shareholders. The
combination of Omnirel with IR represents an excellent strategic fit."
2
<PAGE>
The acquisition is subject to certain conditions, including at least
66.7% of Zing's outstanding stock on a fully diluted basis being tendered
without withdrawal prior to the expiration of IR's offer and the expiration of
the waiting period under federal antitrust laws. Both parties expect these
conditions to be satisfied. Including Mr. Schrader, shareholders who own
approximately 57% of Zing's outstanding shares have executed agreements with IR
to tender their shares.
Omnirel manufactures and sells high reliability multi-chip power
semiconductors, integrated power modules and packaged semiconductor
components for the military, industrial and high-end commercial markets.
International Rectifier is the pioneer and market leader in power
MOSFETs, power semiconductors that have grown faster than integrated circuits.
Power MOSFETs refine electricity coming out of a wall outlet or battery, to meet
the specific needs of different types of electronic products and circuits and to
increase circuit efficiency.
IR uses its MOSFET leadership and unique focus on related
technologies to develop proprietary control and subsystem products that
expand its market opportunity and increase its profit potential. IR
technology enables cell phones, Internet hardware and appliances, computers,
home appliances, cars, and industrial products to offer greater functionality
in more compact configurations.
The foregoing material contains some forward-looking statements
concerning the combined operation. We caution that such statements are
subject to a number of uncertainties and actual results may differ
materially. Certain factors that may affect such results include the demand
for sales and price stability of IR and Omnirel's products continuing in line
with current trends, IR's ability to attain Omnirel's reported level of sales
and backlog for products, the ability to retain existing customers and
suppliers, and the ability to attract new ones, and success in utilizing
existing products and technologies to create and derive new ones.
3
<PAGE>
Contact: International Rectifier
Shelley Baumsten Wagers, 310/726-8512
http://www.irf.com
4
