SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
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FERROFLUIDICS CORPORATION
(NAME OF SUBJECT COMPANY)
FERROTEC ACQUISITION, INC.
FERROTEC CORPORATION
(BIDDERS)
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COMMON STOCK, $.004 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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315414 20 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
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AKIRA YAMAMURA
FERROTEC CORPORATION
SUMITOMO BLDG. #6
5-24-8 HIGASHI UENO
TAITO-KU, TOKYO 110-0015, JAPAN
TELEPHONE: 03(3845)1032
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPY TO:
ALAN H. ARONSON, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE SOUTHEAST THIRD AVENUE
28TH FLOOR
MIAMI, FLORIDA 33131-1714
TELEPHONE: (305) 374-5600
* Constituting the final amendment to Schedule 14D-1.
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (as amended, the "Schedule 14D-1") filed on October 26, 1999,
relating to the offer by Ferrotec Acquisition, Inc., a Massachusetts corporation
(the "Purchaser") and a wholly owned subsidiary of Ferrotec Corporation, a
Japanese corporation (the "Parent"), to purchase all outstanding shares of the
common stock, par value $.004 per share (the "Common Stock"), including the
associated preferred share purchase rights (the "Rights," and together with the
Common Stock, the "Shares") of Ferrofluidics Corporation, a Massachusetts
corporation (the "Company"), at a price of $6.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Purchaser's
Offer to Purchase for Cash dated October 26, 1999 (the "Offer to Purchase") and
in the related Letter of Transmittal (which together constitute the "Offer").
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Purchaser expects the Company to call a special meeting of stockholders
to approve the Merger. At the special meeting of stockholders, Purchaser will
vote all Shares acquired by it pursuant to the Offer in favor of the Merger,
which will be sufficient to approve the Merger under the Massachusetts Business
Corporation Law, the Company's Articles of Organization and the Company's
Bylaws, without the vote of any other stockholder.
Pursuant to the Merger Agreement, Purchaser has designated Nozomu
Yamamoto, Akira Yamamura and Richard R. Cesati, II to serve as directors of the
Company. Paul F. Avery, Jr. and Howard F. Nichols have resigned from the Board
of Directors of the Company. Accordingly the Company's Board of Directors will
comprise of Dean Kamen, Dennis Stone, and Messrs. Yamamoto, Yamamura and Cesati.
In addition, the following individuals have been elected as officers of the
Company:
Richard R. Cesati, II Chief Executive Officer and President
Akira Yamamura Chairman of the Board, Chief Financial Officer,
Treasurer and Clerk
Masako Yatsubashi Assistant Clerk
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
November 23, 1999. On November 23, 1999, Purchaser accepted for payment a total
of 4,958,626 Shares validly tendered pursuant to the Offer and not withdrawn
prior to the expiration of the Offer. The 4,958,626 Shares represent
approximately 89% of all Shares outstanding on November 23, 1999. A copy of the
press releases issued by Purchaser, Parent, and the Company on November 24,
1999, are attached hereto as Exhibits (a)(9) and (a)(10) and are incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
A copy of the press releases issued by Purchaser, Parent and the
Company on November 24, 1999 are attached hereto as Exhibits (a)(9) and (a)(10)
and are incorporated herein by reference.
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
99(a)(9) Press release jointly issued by Purchaser, Parent and the
Company on November 24, 1999.
99(a)(10) Press release jointly issued by Purchaser, Parent and the
Company on November 24, 1999.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
FERROTEC ACQUISITION, INC.
By: /s/ Richard R. Cesati, II
----------------------------------
Name: Richard R. Cesati, II
Title: President
Date: November 24, 1999
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
FERROTEC CORPORATION
By: /s/ Akira Yamamura
-----------------------------------
Name: Akira Yamamura
Title: President
Date: November 24, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99(a)(9) Press release jointly issued by Purchaser, Parent and the
Company on November 24, 1999.
99(a)(10) Press release jointly issued by Purchaser, Parent and the
Company on November 24, 1999.
EXHIBIT 99(a)(9)
Press release jointly issued by Purchaser, Parent and the Company on
November 24, 1999.
JOINT PRESS RELEASE
CONTACT:
For Ferrofluidics Corporation
William B. Ford, Chief Financial Officer
Phone: (603) 883-9800 Fax: (603) 883-1213
For Ferrotec Corporation
Wakaki Hiroo, Assistant General Manager
President Office
Phone 81-3-3845-1027 Fax 81-3-3845-1019
or
Richard R. Cesati II, President
Ferrotec Acquisition, Inc.
Phone: (603) 626-0700 Fax (603) 626-0777
FERROTEC ANNOUNCES SUCCESSFUL TENDER OFFER TO ACQUIRE FERROFLUIDICS
Nashua, New Hampshire and Tokyo, Japan--November 24, 1999--Ferrotec Corporation
(JASDAQ: 6890) and Ferrofluidics Corporation (NASDAQ: FERO) announced today that
Ferrotec Acquisition, Inc., Ferrotec's wholly owned subsidiary, received tenders
for more than a majority of the outstanding shares of Ferrofluidics common stock
in its cash tender offer for all outstanding shares of Ferrofluidics common
stock. The tender offer expired as scheduled at 12:00 midnight, New York City
time, on Tuesday, November 23, 1999. Ferrotec Acquisition has accepted for
payment all shares validly tendered (including shares subject to guaranteed
delivery procedures) in the tender offer. Ferrotec and Ferrofluidics expect to
release the more specific information with respect to the results of the tender
offer as soon as final numbers become available from the Depositary.
Ferrotec expects Ferrofluidics to call a special meeting of shareholders to
approve the merger of Ferrotec Acquisition into Ferrofluidics. Given Ferrotec's
ownership of more than a majority of the outstanding shares of Ferrofluidics
common stock following the tender offer, Ferrotec has sufficient votes to ensure
that the merger is approved at such meeting.
Ferrotec, which was founded in 1980, manufactures and markets ferrofluids,
components and products based on ferrofluid technology for the electronic
industry, and thermoelectric modules. Two major products based on ferrofluid
technology are computer seals utilized in hard disk drives and vacuum seals for
the semiconductor industry. The thermo-modules are small wafer like heat pumps,
which change temperature when charged with electricity. As the thermo-modules
are easily controlled at a precise temperature, currently their main
applications are in semiconductor components, while multi-industrial
applications are yet to be introduced. Ferrotec is headquartered in Tokyo,
Japan, and has various manufacturing facilities in Japan and the People's
Republic of China.
Ferrofluidics Corporation is a manufacturer of Ferrofluidic(R) rotary seals,
ferrofluids and ferrofluid-based products for a variety of applications. These
products combine proprietary Ferrofluidic(R) technology with innovative
engineering to commercialize applications primarily for original equipment
manufacturers, enabling these customers' products to operate more effectively
and efficiently. Ferrofluidics is an international company serving worldwide
markets. The Company is headquartered in Nashua, New Hampshire, where it
manufactures all its ferrofluids and Ferrofluidic(R) products. It has
established sales and technical support facilities at its headquarters in the
United States, as well as in Germany and the United Kingdom.
EXHIBIT 99(a)(10)
Press release jointly issued by Purchaser, Parent and the Company on
November 24, 1999.
JOINT PRESS RELEASE
<TABLE>
<CAPTION>
<S> <C>
CONTACT:
For Ferrofluidics Corporation
William B. Ford, Chief Financial Officer
Phone: (603) 883-9800 Fax: (603) 883-1213
For Ferrotec Corporation
Wakaki Hiroo, Assistant General Manager
President Office
Phone 81-3-3845-1027 Fax 81-3-3845-1019
or
Richard R. Cesati II, President
Ferrotec Acquisition, Inc.
Phone: (603) 626-0700 Fax (603) 626-0777
</TABLE>
FERROTEC ANNOUNCES RESULTS OF SUCCESSFUL TENDER OFFER
TO ACQUIRE FERROFLUIDICS
Nashua, New Hampshire and Tokyo, Japan--November 24, 1999--Ferrotec Corporation
(JASDAQ: 6890) and Ferrofluidics Corporation (NASDAQ: FERO) announced today that
Ferrotec Acquisition, Inc., Ferrotec's wholly owned subsidiary, succeeded in
obtaining approximately 89% of the total outstanding shares of Ferrofluidics
common stock as of the expiration of its cash tender offer for all outstanding
shares of Ferrofluidics common stock. The tender offer expired as scheduled at
12:00 midnight, New York City time, on Tuesday, November 23, 1999. Ferrotec
Acquisition has accepted for payment all shares validly tendered (including
shares subject to guaranteed delivery procedures) in the tender offer. The total
number of shares tendered was 4,958,626 including 55,660 shares tendered
pursuant to guaranteed delivery procedures.
Ferrotec expects Ferrofluidics to call a special meeting of shareholders to
approve the merger of Ferrotec Acquisition into Ferrofluidics. Given Ferrotec's
ownership of 89% of the outstanding shares of Ferrofluidics common stock
following the tender offer, Ferrotec has sufficient votes to ensure that the
merger is approved at such meeting.
Ferrotec, which was founded in 1980, manufactures and markets ferrofluids,
components and products based on ferrofluid technology for the electronic
industry, and thermoelectric modules. Two major products based on ferrofluid
technology are computer seals utilized in hard disk drives and vacuum seals for
the semiconductor industry. The thermo-modules are small wafer like heat pumps,
which change temperature when charged with electricity. As the thermo-modules
are easily controlled at a precise temperature, currently their main
applications are in semiconductor components, while multi-industrial
applications are yet to be introduced. Ferrotec is headquartered in Tokyo,
Japan, and has various manufacturing facilities in Japan and the People's
Republic of China.
Ferrofluidics Corporation is a manufacturer of Ferrofluidic(R) rotary seals,
ferrofluids and ferrofluid-based products for a variety of applications. These
products combine proprietary Ferrofluidic(R) technology with innovative
engineering to commercialize applications primarily for original equipment
manufacturers, enabling these customers' products to operate more effectively
and efficiently. Ferrofluidics is an international company serving worldwide
markets. The Company is headquartered in Nashua, New Hampshire, where it
manufactures all its ferrofluids and Ferrofluidic(R) products. It has
established sales and technical support facilities at its headquarters in the
United States, as well as in Germany and the United Kingdom.
