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AS FILED WITH THE COMMISSION ON NOVEMBER 24, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
FERROFLUIDICS CORPORATION
(NAME OF SUBJECT COMPANY)
FERROFLUIDICS CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.004 PER SHARE
(TITLE OF CLASS OF SECURITIES)
315414 20 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
PAUL F. AVERY, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FERROFLUIDICS CORPORATION
40 SIMON STREET
NASHUA, NEW HAMPSHIRE 03061
(603) 883-9800
(NAME AND ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH COPIES TO:
STUART M. CABLE, P.C.
JAMES A. MATARESE, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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This Amendment No. 1 to the Schedule 14D-9 Solicitation/Recommendation
Statement amends and supplements the Schedule 14D-9 Solicitation/Recommendation
Statement (the "Schedule 14D-9") filed by Ferrofluidics Corporation, a
Massachusetts corporation (the "Company"), relating to the tender offer by
Ferrotec Acquisition, Inc., a Massachusetts corporation (the "Purchaser") and a
wholly-owned subsidiary of Ferrotec Corporation, a corporation organized under
the laws of Japan ("Parent"), to purchase all of the outstanding shares (the
"Shares") of common stock, par value $.004 per share, of the Company, at a price
of $6.50 per Share, net to the seller in cash, without interest thereon, less
applicable withholding taxes, if any, and upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 26, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with the Offer to Purchase, constitutes the "Offer").
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-9 promulgated under the Securities Exchange Act of
1934, as amended. Except as otherwise indicated herein, the information set
forth in the Schedule 14D-9 remains unchanged, and all capitalized terms used
but not defined herein shall have the respective meanings given to them in the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented to add the following:
The Offer expired in accordance with its terms at 12:00 midnight, New York
City time, on November 23, 1999 (the "Expiration Time"). On November 24, 1999,
American Stock Transfer and Trust Company certified that 4,958,626 Shares had
been validly tendered and not withdrawn as of the Expiration Time, representing
approximately 89% of the total outstanding Shares, including 55,660 Shares
tendered pursuant to guaranteed delivery procedures. At such time, the Purchaser
accepted all tendered Shares for payment in the Offer (including Shares subject
to guaranteed delivery procedures).
The Company expects to call a special meeting of stockholders to approve
the Merger. The Company anticipates that the Purchaser will vote all of the
Shares acquired by it pursuant to the Offer in favor of the Merger. Such vote by
Purchaser will be sufficient for the Merger to be approved without the vote of
any other stockholder of the Company.
Pursuant to the Merger Agreement, the 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 directors of the Company are Dean
Kamen, Dennis R. Stone and Messrs. Yamamoto, Yamamura and Cesati. In addition,
the following individuals have been elected as officers of the Company:
<TABLE>
<S> <C>
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
</TABLE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
<TABLE>
<S> <C>
Exhibit 15 Amendment No. 2 dated as of November 23, 1999 to the
Shareholder Rights Agreement dated as of August 3, 1994 by
and between Ferrofluidics Corporation and American Stock
Transfer and Trust Company, as amended by Amendment dated as
of October 20, 1999.
Exhibit 16 Joint Press Release issued by Ferrofluidics Corporation and
Ferrotec Corporation dated November 24, 1999.
Exhibit 17 Joint Press Release issued by Ferrofluidics Corporation and
Ferrotec Corporation dated November 24, 1999.
</TABLE>
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SIGNATURE
After reasonable 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.
FERROFLUIDICS CORPORATION
By: /s/ PAUL F. AVERY, JR.
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Paul F. Avery, Jr.
President and Chief Executive
Officer
Dated: November 24, 1999
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
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<C> <S>
(a)(15) Amendment No. 2 dated as of November 23, 1999 to the
Shareholder Rights Agreement dated as of August 3, 1994 by
and between Ferrofluidics Corporation and American Stock
Transfer and Trust Company, as amended by Amendment dated as
of October 20, 1999.
(a)(16) Joint Press Release issued by Ferrofluidics Corporation and
Ferrotec Corporation dated November 24, 1999.
(a)(17) Joint Press Release issued by Ferrofluidics Corporation and
Ferrotec Corporation dated November 24, 1999.
</TABLE>
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EXHIBIT 15
AMENDMENT NO. 2 TO
SHAREHOLDER RIGHTS AGREEMENT
Amendment No. 2, dated as of November 23, 1999 ("Amendment No. 2") to the
Shareholder Rights Agreement, dated as of August 3, 1994, by and between
Ferrofluidics Corporation, a Massachusetts corporation (the "Company"), and
American Stock Transfer and Trust Company, a New York corporation (the "Rights
Agent"), as amended by the Amendment, dated as of October 20, 1999, by and
between the Company and the Rights Agent (the "Rights Agreement").
WITNESSETH
WHEREAS, Section 27 of the Rights Agreement provides that prior to the
Distribution Date (as defined therein), the Company and the Rights Agent shall,
if the Company so directs, supplement or amend any provision of the Rights
Agreement as the Company may deem necessary or desirable without the approval of
any holders of certificates representing shares of the Company's common stock,
par value $.004 per share (the "Common Stock");
WHEREAS, the Company has entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Ferrotec Corporation, a Delaware corporation
("Parent"), and Ferrotec Acquisition, Inc., a wholly-owned subsidiary of Parent
("Sub"), pursuant to which Sub will be merged with and into the Company upon the
terms and subject to the conditions set forth in the Merger Agreement (the
"Merger"); and
WHEREAS, in connection with the Merger, the Company desires to amend
certain provisions of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Section 7(a) of the Rights Agreement is amended by deleting such
Section 7(a) in its entirety and substituting therefor the following:
"(a) Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the office or offices of the Rights Agent designated for such purpose,
together with payment of the aggregate Exercise Price for the total number of
one one-thousandths of a share of Preferred Stock (or other securities, cash or
other assets, as the case may be) as to which such surrendered Rights are then
exercised, at or prior to the earlier of (i) the close of business on August 3,
2004 (the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof, (iii) the time at which such Rights
are exchanged
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as provided in Section 24 hereof, or (iv) the Acceptance Date (as defined in the
Merger Agreement) (the earlier of (i), (ii), (iii) or (iv) being herein referred
to as the "Expiration Date"). Except as set forth in Section 7(e) hereof and
notwithstanding any other provision of this Agreement, any Person who prior to
the Distribution Date becomes a record holder of shares of Common Stock may
exercise all of the rights of a registered holder of a Right Certificate with
respect to the Rights associated with such shares of Common Stock of the Company
in accordance with the provisions of this Agreement, as of the date such Person
becomes a record holder of shares of Common Stock."
2. Any term used herein and not defined shall have the meaning ascribed
to such term in the Rights Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed as of the day and year first above written. This Amendment No.
2 may be executed in one or more counterparts all of which shall be considered
one and the same amendment and each of which shall be deemed to be an original.
ATTEST: FERROFLUIDICS CORPORATION
By: /s/ Joan Deichler By: /s/ William B. Ford
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Name: William B. Ford
Title: Vice President
ATTEST: AMERICAN TRANSFER AND TRUST COMPANY,
as Rights Agent
By: /s/ Susan Silber By: /s/ Herbert Lemmer
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Name: Susan Silber Name: Herbert J. Lemmer
Assistant Secretary Title: Vice President
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Exhibit 16
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.
1
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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.
2
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Exhibit 17
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 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.
1
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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.
2
