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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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. 2 dated July 2, 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, and a wholly owned
subsidiary of Intel Corporation, a Delaware corporation ("Intel"), to purchase
all outstanding shares of common stock, no par value 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").
Capitalized terms used but not defined herein shall have the meanings given
such terms in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by the addition of the following
information thereto:
A copy of Intel and the Company's press release announcing that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act for federal
antitrust review of the Offer expired at 11:59 p.m., Washington, D.C. time, on
Thursday, July 1, 1999, is filed as Exhibit (a)(9) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by the addition of the following
exhibit:
(a)(9) Press Release dated July 2, 1999, issued by Intel and the Company.
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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: July 2, 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: July 2, 1999 INTEL CORPORATION
By: /s/ F. THOMAS DUNLAP, JR.
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F. Thomas Dunlap, Jr.
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit EXHIBIT INDEX
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<S> <C>
(a)(9) Press release dated July 2, 1999, issued by Intel and the Company.
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EXHIBIT (a)(9)
CONTACT: Michael Sullivan
Intel Press Relations
(408) 765-1310
[email protected]
Lisa Ansilio
Intel Investor Relations
(408) 765-1910
[email protected]
Tom Amato
Dialogic Investor Relations
(973) 993-3000 ext. 6813
[email protected]
INTEL AND DIALOGIC MERGER
RECEIVES REGULATORY CLEARANCE
SANTA CLARA, Calf., and PARSIPPANY, N.J., July 2, 1999 -- Dialogic Corporation
(NASDAQ: DLGC) and Intel Corporation today announced that the waiting period for
federal antitrust review of Intel's proposed acquisition of Dialogic expired at
11:59 p.m. on Thursday, July 1,1999. As a result of the expiration, the parties
have clearance from federal antitrust agencies to complete the acquisition. No
additional regulatory clearances are needed.
As previously announced, Intel on June 7 commenced a tender offer for the
purchase of all the outstanding shares of common stock of Dialogic Corporation
at a price of $44.00 net per share in cash. The offer and withdrawal rights will
expire at midnight, New York City time on Friday, July 2, 1999, unless Intel
Corporation elects to extend the offer subject to the terms of its agreement
with Dialogic. D.F. King & Co. is acting as information agent for the offer and
may be contacted toll free at (800) 758-5378 or collect at (212) 425-1685.
Dialogic Corporation (OTC:DLGC) was founded in 1983 and has 1,200 employees
worldwide. The company is the leading supplier of a variety of award winning
computer telephony products used by OEMs, application developers and
communication service providers. The company had 1998 revenues of $294 million
and has grown at an average compound annual growth rate of 25 percent in the
past five years. Headquartered in Parsippany, New Jersey, Dialogic also has
design teams in New Zealand, Israel, Boston, and Santa Clara, along with sales
offices in 13 countries worldwide. For information on the company and its
products, visit its site on the World Wide Web at http://www.dialogic com.
