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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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Systemed, Inc.
(Name of Subject Company)
S Acquisition Corp.
a wholly owned subsidiary of
Merck-Medco Managed Care, Inc.
and an indirect wholly owned subsidiary of
Merck & Co., Inc.
(Bidders)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
871 8531
(CUSIP Number of Class of Securities)
Bert Weinstein, Esq.
100 Summit Avenue
Montvale, New Jersey 07645
(201) 358-5400
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(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidders)
Copies to:
Gary Cooperstein, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004 - 1980
(212) 859-8128
The Schedule 14D-1 filed by S Acquisition Corp., a Delaware
corporation (the "Offeror"), and a wholly owned subsidiary of
Merck-Medco Managed Care, Inc., a Delaware corporation, and an
indirect wholly owned subsidiary of Merck & Co., Inc., a New
Jersey corporation, in connection with its pending tender offer
for all outstanding shares of common stock, par value $0.001 per
share (the "Shares"), of Systemed, Inc., a Delaware corporation
(the "Company"), is hereby amended as follows:
ITEM 10. ADDITIONAL INFORMATION.
The Offeror hereby deletes the first two sentences of Section
2 of the Offer to Purchase and inserts the following in lieu
thereof:
Upon the terms and subject to the
conditions of the Offer (including, if the
Offer is extended or amended, the terms and
conditions of any such extension or
amendment), the Offeror will accept for
payment, and will pay for, all Shares validly
tendered prior to the Expiration Date and not
heretofore withdrawn in accordance with
Section 4 promptly after the later to occur
of (a) the Expiration Date and (b) the
satisfaction or waiver of the conditions
related to regulatory approvals referred to
in sub-clause (ii) of the first paragraph of
Section 15 and sub-clause (f) of Section 15.
Subject to the applicable rules of the
Commission, the Offeror expressly reserves
the right to delay acceptance for payment of,
or payment for, Shares pending receipt of any
such regulatory approvals specified in
Section 15. See Sections 1 and 15. The
Offeror understands that, in accordance with
the applicable rules of the Commission, any
delay in accepting Shares regardless of cause
may not exceed an "unreasonable length of
time." Accordingly, if it appears at the
time that the Offer is scheduled to expire
that any regulatory approvals specified in
Section 15 hereof are not likely to be
obtained within a reasonable length of time
thereafter, the Offeror will either (i)
extend the Offer or (ii) terminate the Offer.
The Offeror hereby deletes the references to 11:59
p.m. contained on the front cover of the Offer to
Purchase and in the second sentence of the first
paragraph and the second sentence of the third
paragraph, in each case, of Section 1 of the Offer to
Purchase, and inserts in lieu thereof 12:00 midnight.
In addition, all other references to 11:59 p.m.
contained in the Offer to Purchase and the Letter of
Transmittal shall be deemed amended to read 12:00
midnight.
The Offeror hereby amends Section 15 to provide
that the Offeror cannot assert any of the conditions
set forth in Section 15 (other than those related to
regulatory approvals) after the Expiration Date.
SIGNATURE
After due inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: July 1, 1996
S ACQUISITION CORP.
By: /s/ Bert I. Weinstein
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Name: Bert I. Weinstein
Title: Vice President
MERCK-MEDCO MANAGED CARE, INC.
By: /s/ Bert I. Weinstein
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Name: Bert I. Weinstein
Title: Senior Vice President and Co-
General Counsel
MERCK & CO., INC.
By: /s/ Mary M. McDonald
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Name: Mary M. McDonald
Title: Senior Vice President and General
Counsel
