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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) UNDER THE SECURITIES EXCHANGE ACT OF 1934)
AND
AMENDMENT NO. 2 TO
SCHEDULE 13D
(UNDER THE SECURITIES EXCHANGE ACT OF 1934)
ADFLEX SOLUTIONS, INC.
(Name of Subject Company)
INNOVEX ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
INNOVEX, INC.
(Bidder)
COMMON SHARES
(Title of Class of Securities)
006866107
(CUSIP Number of Class of Securities (if applicable))
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THOMAS W. HALEY
INNOVEX, INC.
530 ELEVENTH AVENUE SOUTH
HOPKINS, MN 55343
(612) 930-4677
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
WITH COPIES TO:
William B. Payne, Esq. John T. Kramer, Esq.
Dorsey & Whitney LLP Dorsey & Whitney LLP
Pillsbury Center South Pillsbury Center South
220 South Sixth Street 220 South Sixth Street
Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402
(612) 340-2722 (612) 340-8702
* Constituting the final amendment to Schedule 14D-1
(CONTINUED ON FOLLOWING PAGE(S))
(Page 1 of 5 Pages)
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CUSIP No. 006866107
1. Names of Reporting Persons Innovex, Inc.
I.R.S. Identification Nos. of Above Persons
(entities only) 41-1223933
2. Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [_]
3. SEC Use Only
4. Source Of Funds
WC
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization
Minnesota
7. Sole Voting Power
Number Of 0
Shares
Beneficially 8. Shared Voting Power
Owned By 6,865,119
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
6,865,119
11. Aggregate Amount Beneficially Owned By Each Reporting Person
6,865,119
12. Check If The Aggregate Amount In Row (11) Excludes Certain
Shares
[_]
13. Percent Of Class Represented By Amount In Row (11)
76.1%
14. Type Of Reporting Person
CO
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CUSIP No. 006866107
1. Names of Reporting Persons Innovex Acquisition Corp.
I.R.S. Identification Nos. of Above Persons
(entities only) Pending
2. Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [_]
3. SEC Use Only
4. Source Of Funds
WC
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization
Delaware
7. Sole Voting Power
Number Of 0
Shares
Beneficially 8. Shared Voting Power
Owned By 6,865,119
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
6,865,119
11. Aggregate Amount Beneficially Owned By Each Reporting Person
6,865,119
12. Check If The Aggregate Amount In Row (11) Excludes Certain
Shares
[_]
13. Percent Of Class Represented By Amount In Row (11)
76.1%
14. Type Of Reporting Person
CO
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INTRODUCTION
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on July 7, 1999, as amended and supplemented by Amendment No.
1, filed on August 2, 1999 (the "Schedule 14D-1"), by Innovex, Inc., a
Minnesota corporation ("Parent") and Innovex Acquisition Corp., a Delaware
corporation ("Purchaser"), in connection with the offer to purchase all the
outstanding shares of common stock, par value $0.01 per share (the "Shares")
of ADFlex Solutions, Inc., a Delaware corporation (the "Company"), at a price
of $3.80 per share, net to the tendering stockholder in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchaser, dated as
of July 7 ,1999 (the "Offer to Purchase"), and the related Letter of
Transmittal. This Amendment No. 2 also constitutes Amendment No. 2 to the
Statement on Schedule 13D, filed with the Commission on July 7, 1999, and
amended August 2, 1999, with respect to the shares owned by Parent (the
"Schedule 13D"). Capitalized terms not defined in this Amendment No. 2 have
the meanings given them in the Offer to Purchase.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Schedule 14D-1 and Item 5 of the Schedule 13D are hereby
amended to add the following information:
Immediately following the expiration of the Offer at 11:59 p.m.,
New York City time, Tuesday, August 3, 1999 (the "Expiration Date"),
based on information provided by the Depositary, Purchaser accepted for
payment a total of 6,865,119 shares, representing approximately 76.1% of
the shares outstanding as of the date of this Amendment No. 2.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Schedule 14D-1 is hereby amended to add the following
information:
The offer expired at 11:59 p.m., New York City time, on Tuesday,
August 3, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following exhibit:
99(a)(2) Press Release, dated August 4, 1999, issued by Innovex, Inc.
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SIGNATURES
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.
Dated: August 4, 1999 INNOVEX ACQUISITION CORPORATION
By: /s/ DOUGLAS W. KELLER
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Name: Douglas W. Keller
Title: Vice President, Finance
INNOVEX, INC.
By: /s/ DOUGLAS W. KELLER
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Name: Douglas W. Keller
Title: Vice President, Finance
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NEWS RELEASE
INNOVEX, INC. CONTACT:
530 - 11th Avenue South Douglas W. Keller, V.P. of Finance
Hopkins, MN 55343
Telephone: 612-938-4155
Facsimile: 612-938-7718
Internet: http://www.innovexinc. com
INNOVEX, INC. COMPLETES TENDER OFFER FOR ADFLEX SOLUTIONS
August 4, 1999--Hopkins, MN--Innovex, Inc. (Nasdaq: INVX) announced
today that it has successfully completed its tender offer to purchase shares
of common stock of ADFlex Solutions, Inc. ("ADFlex") for $3.80 per share. The
combined company is now the largest flexible circuit manufacturer in North
America.
As of the expiration of the offer, 6,865,119 shares of ADFlex stock
(approximately 76% of the outstanding shares) had been validly tendered and
not withdrawn in the offer (including those shares tendered pursuant to
guaranteed delivery procedures), all of which have been accepted by Innovex.
Following the consummation of the tender offer, ADFlex will merge into a
subsidiary of, and be wholly owned by, Innovex. Innovex expects to complete
the merger within the next few weeks.
Innovex is a diversified manufacturer of electrical components,
primarily flexible circuits for the computer, medical and telecommunication
markets. Innovex is known worldwide for its excellence in advanced
engineering and low cost manufacturing.
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