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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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MICROTOUCH SYSTEMS, INC.
(Name of subject company (issuer))
EQUINOX ACQUISITION, INC.
MINNESOTA MINING AND MANUFACTURING COMPANY
(Names of filing persons (offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE Including the
Associated Preferred Stock Purchase Rights
(Title of Class of Securities)
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595145 103
(CUSIP Number of Class of Securities)
Gregg M. Larson, Esq.
Assistant General Counsel,
Assistant Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
(651) 733-2204
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
COPIES TO:
John T. Kramer, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
Telephone: (612) 340-2600
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$173,193,489.00 $34,638.70
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*For purposes of calculating the filing fee only, this calculation assumes the
purchase of 8,247,309 shares of common stock of MicroTouch Systems, Inc.,
including the associated preferred stock purchase rights (together, the
"Shares") at the tender offer price of $21.00 per Share. The Shares include
both 6,491,823 outstanding shares of common stock and 1,755,486 outstanding
options.
**The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
-Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number or the form or
schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] Check the box if the filing relates to preliminary communications made
before the commencement of a tender offer.
[ ] Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13d under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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<PAGE>
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by Equinox Acquisition, Inc., a Massachusetts corporation (the
"Purchaser") and a wholly owned subsidiary of Minnesota Mining and Manufacturing
Company, a Delaware corporation ("Parent"), to purchase all the outstanding
shares of common stock, par value $0.01 per share (the "Common Stock"), of
MicroTouch Systems, Inc., a Massachusetts corporation (the "Company"), including
the associated preferred stock purchase rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of January 19, 1996, between the Company and The
First National Bank of Boston, as Rights Agent (the Common Stock and the Rights
together are referred to herein as the "Shares"), at a purchase price of $21.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
17, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal,
copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively. This Schedule TO is being filed on behalf of the
Purchaser and Parent.
The information set forth in the Offer to Purchase filed as Exhibit
(a)(1)(A) hereto, including the Schedule thereto, is hereby incorporated by
reference in answer to items 1 through 11 of this Schedule TO, and is
supplemented by the information specifically provided herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c) (3) and (4) During the last five years, neither the Purchaser nor
Parent, nor, to the best knowledge of the Purchaser and Parent, any of the
persons listed on Schedule I to the Offer to Purchase (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of such laws.
ITEM 11. ADDITIONAL INFORMATION.
(b) The Letter of Transmittal filed as Exhibit (a)(1)(B) hereto is
incorporated herein by reference.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) -- Offer to Purchase dated November 17, 2000.
(a)(1)(B) -- Letter of Transmittal.
(a)(1)(C) -- Notice of Guaranteed Delivery.
(a)(1)(D) -- Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(1)(E) -- Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
(a)(1)(F) -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) -- Press Release issued by Parent on November 13, 2000 and Press
Release issued by the Company on November 13, 2000.
(a)(1)(H) -- Summary Advertisement published November 17, 2000.
(d)(1) -- Agreement and Plan of Merger, dated as of November 13, 2000, among
Parent, the Purchaser and the Company.
(d)(2) -- Shareholders Agreement, dated November 13, 2000, among Parent, the
Purchaser and certain officers and directors of the Company.
(d)(3) -- Stock Option Agreement, dated November 13, 2000, between Parent and
the Company.
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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.
EQUINOX ACQUISITION, INC.
By: /s/ J.L. Yeomans
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Name: J.L. Yeomans
Title: Treasurer
MINNESOTA MINING AND
MANUFACTURING COMPANY
By: /s/ J.L. Yeomans
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Name: J.L. Yeomans
Title: Vice President and Treasurer
Dated: November 17, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT
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(a)(1)(A) Offer to Purchase dated November 17, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) Press Release issued by Parent on November 13, 2000.
(a)(1)(H) Summary Advertisement published November 17, 2000.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of November 13, 2000, among
Parent, the Purchaser and the Company.
(d)(2) Shareholders Agreement, dated November 13, 2000, among Parent, the
Purchaser and certain officers and directors of the Company.
(d)(3) Stock Option Agreement, dated November 13, 2000, between Parent and
the Company.
(g) Not applicable.
(h) Not applicable.
