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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON SCHEDULE 13D
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EIS INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
SERSYS ACQUISITION CORPORATION
SER SYSTEME AG
(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
AND ASSOCIATED RIGHTS
(TITLE OF CLASS OF SECURITIES)
268539103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DR. PHILIP A. STOREY
EXECUTIVE VICE PRESIDENT
SER SYSTEME AG
7200 WISCONSIN AVENUE, SUITE 1001
BETHESDA, MD 20814
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BELHALF OF BIDDER)
COPY TO:
JOHN L. SULLIVAN, III, ESQ.
VENABLE, BAETJER AND HOWARD, LLP
2010 CORPORATE RIDGE, SUITE 400
MCLEAN, VIRGINIA 22102
(703) 760-1600
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CUSIP NO.: 268539103 14D-1
1. NAME OF REPORTING PERSON: SER SYSTEME AG
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Undisclosed
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: BK, WC.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: GERMANY
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 9,987,112 shares
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 94.5%
10. TYPE OF REPORTING PERSON: CO
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CUSIP NO.: 268539103 14D-1
1. NAME OF REPORTING PERSON: SERSYS ACQUISITION CORPORATION*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Undisclosed
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 9,987,112 shares
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 94.5%
10. TYPE OF REPORTING PERSON: CO
* SERSys Acquisition Corporation is an indirect, wholly owned subsidiary
of SER Systeme AG. See below.
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This Amendment No. 2 to Schedule 14D-1 ("Amendment No. 2") supplements
and amends the Tender Offer Statement on Schedule 14D-1, filed on December 23,
1999 (as amended from time to time, the "Schedule 14D-1"), by SER Systeme AG, a
German corporation ("Parent"), and SERSys Acquisition Corporation, a Delaware
corporation ("Purchaser"), that is an indirect (through SER (USA), Inc. ("SER
USA")) wholly owned subsidiary of Parent. The Schedule 14D-1 relates to the
offer by Purchaser to purchase all of the outstanding shares of common stock of
EIS, International, Inc., a Delaware corporation ("Company"), par value $0.01
per share (the "Common Stock") and their associated rights (the "Rights") to
purchase Series A Preferred Stock, par value $0.01, pursuant to that certain
Rights Agreement, dated as of May 16, 1997 between Company and BankBoston N.A.,
as amended, (the "Rights Agreement") (such Rights, together with the Common
Stock, are collectively referred to herein as the "Shares"), at a purchase price
of $6.25 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
December 23, 1999, and in the related Letter of Transmittal, each as previously
submitted to the holders of the Company's Shares (the Offer to Purchase and the
Letter of Transmittal, as may be amended from time to time, constitute the
"Offer"). Copies of the Offer to Purchase and Letter of Transmittal are attached
as Exhibit (a)(1) and (a)(2) to the Schedule 14D-1. The Offer is being made
pursuant to an Agreement and Plan of Merger dated as of December 17, 1999 (the
"Merger Agreement") by and among Parent, Purchaser and the Company.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information in this Amendment No. 2 under Item 6 is incorporated
herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
On January 26, 2000, the Company issued a press release announcing that
Purchaser has completed its tender offer for all of the outstanding Shares of
the Company and that all Shares that were validly tendered and not withdrawn
prior to the expiration of the offer were accepted for payment. Shares not
tendered in the Offer will be converted into $6.25 per Share of cash through a
merger of Purchaser and the Company. Based on the number of Shares tendered,
Parent expects to effect that merger by means of a short form merger under
Delaware law which permits the merger to be effected without approval by the
Company's shareholders. Based on a preliminary estimate, as of 12:00 midnight on
January 24, 2000, when the offer expired, approximately 9,987,112 Shares
(including approximately 280,000 Shares subject to guarantee of delivery),
representing approximately 94.5% of all outstanding Shares of the Company. The
full text of the press release is set forth in Exhibit (a)(9) and is
incorporated herein by reference.
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ITEM 10 (f). ADDITIONAL INFORMATION.
On January 26, 2000, the Company issued the press release attached to
this Amendment No. 2 as Exhibit (a)(9), which is incorporated by reference,
announcing that Parent has completed the Offer and that all Shares validly
tendered and not withdraw prior to 12:00 midnight on January 24, 2000, had been
accepted for payment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is amended to add the following:
(a)(9) Text of Press Release, dated January 26, 2000.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, we hereby
certify that the information set forth in this Statement is true, complete and
correct.
SER SYSTEME AG
By: DR. PHILIP A. STOREY
/S/ DR. PHILIP A. STOREY
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Name: Dr. Philip A. Storey
Title: Executive Vice President
SERSYS ACQUISITION CORPORATION
By: DR. PHILIP A. STOREY
/S/ DR. PHILIP A. STOREY
----------------------------------------
Name: Dr. Philip A. Storey
Title: President
Date: January 26, 2000
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INDEX TO EXHIBITS
Exhibit
Number Description
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(a)(9) Text of Press Release dated January 26 2000.
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Exhibit (a)(9)
WEDNESDAY JANUARY 26, 2:32 PM EASTERN TIME
COMPANY PRESS RELEASE
SOURCE: EIS International, Inc.
SER SYSTEME AG COMPLETES ACQUISITION OF EIS INTERNATIONAL, INC.
HERNDON, Va., Jan. 26 /PRNewswire/ -- EIS International, Inc. (Nasdaq: EISI -
news), today announced that SERSys Acquisition Corporation, a wholly owned
subsidiary of SER Systeme AG (Frankfurt Neuer Markt: SES), Europe's largest
supplier of document management systems and workflow solutions, has completed
its tender offer for all of EIS' outstanding common stock. All shares that were
validly tendered and not withdrawn prior to the January 24 expiration of the
offer were accepted for payment.
As of January 24, approximately 9,987,112 shares of EIS common stock had been
tendered, representing approximately 94.2% of all outstanding EIS shares. Shares
of common stock not tendered in the tender offer will be converted into the
right to receive $6.25 per share of cash through a short-form merger under
Delaware law.
About EIS
EIS International, Inc., headquartered in Herndon, Virginia, is a leading
provider of systems, software, and services for the call center industry. With
approximately 77,000 workstations in 1,000 locations worldwide, EIS provides
systems for telemarketing, customer service, fund-raising, market research, and
collections. EIS systems increase productivity, enhance operational efficiency,
and improve agent effectiveness in contact centers. Additional information about
EIS is available by calling 800-274-5676, via email at [email protected], or by
visiting the company's web site at http://www.eisi.com.
About SER
SER, headquartered in Neustadt/Wied, Germany, is Europe's largest supplier of
document management systems and workflow solutions. The company has 1,100
employees worldwide, with strong direct sales and support organizations in the
U.S., Germany, the U.K., France, Austria, and Switzerland. Additional
information is available on the company's web site at http://www.ser.com.
SOURCE: EIS International, Inc.
