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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
DIALOGIC CORPORATION
(NAME OF SUBJECT COMPANY)
INTEL CORPORATION
INTEL LMH ACQUISITION CORPORATION
(BIDDERS)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
25249910-8
(CUSIP NUMBER OF CLASS OF SECURITIES)
F. THOMAS DUNLAP, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD
SANTA CLARA, CALIFORNIA 95052
408-765-1125
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
KENNETH R. LAMB
GREGORY J. CONKLIN
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET
TELESIS TOWER
SAN FRANCISCO, CA 94104
(415) 393-8200
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INTRODUCTION
This Amendment No. 1 dated June 29, 1999 to Tender Offer Statement on
Schedule 14D-1 dated June 7, 1999 (the "Schedule 14D-1") relates to the offer by
Intel LMH Acquisition Corporation, a New Jersey corporation ("Purchaser"), and a
wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"),
to purchase all outstanding shares of common stock, no par value (the "Shares"),
of Dialogic Corporation, a New Jersey corporation (the "Company"), at a price of
$44 per Share, net to the tendering shareholder in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated June 7, 1999
(the "Offer to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer"). This Amendment No. 1 is filed in response to the
comments of the Securities and Exchange Commission with respect to the Schedule
14D-1.
Capitalized terms used but not defined herein shall have the meanings
given such terms in the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
The first full paragraph of Section 18 ("Certain Conditions of the
Offer") of the Offer to Purchase, dated June 7, 1999, which is attached as
Exhibit (a)(1) to the Schedule 14D-1, is amended and restated in its entirety to
read in full as follows:
Notwithstanding any other provision of the Offer or the Merger
Agreement, and subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) relating to Intel's obligation to
pay for or return tendered Shares after termination of the Offer, Intel
will not be required to accept for payment or pay for any Shares, may
delay the acceptance for payment of any Shares pursuant to Section
1.1(b) of the Merger Agreement, may extend the Offer by one or more
times, and may terminate the Offer at any time after September 15, 1999
if (a) the Minimum Condition is not satisfied by the Expiration Date,
(b) any applicable waiting period under the HSR Act has not expired or
terminated prior to the Expiration Date, (c) approval of all necessary
government officials and agencies has not been obtained on terms and
conditions reasonably satisfactory to Intel prior to the Expiration
Date, or (d) at any time after May 31, 1999 and before the Expiration
Date, any of the following events has occurred and is continuing:
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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.
Dated: June 29, 1999 INTEL LMH ACQUISITION CORPORATION
By: /s/ CARY KLAFTER
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Cary Klafter
Vice President and Secretary
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.
Dated: June 29, 1999 INTEL CORPORATION
By: /s/ F. THOMAS DUNLAP, JR.
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F. Thomas Dunlap, Jr.
Vice President, General Counsel
and Secretary
