SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MICROTOUCH SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
595145 103
(CUSIP Number)
COPY TO:
GREGG LARSON, ESQ. JOHN T. KRAMER, ESQ.
ASSISTANT GENERAL COUNSEL AND ASSISTANT SECRETARY DORSEY & WHITNEY LLP
MINNESOTA MINING AND MANUFACTURING COMPANY PILLSBURY CENTER SOUTH
3M CENTER 220 SOUTH SIXTH STREET
ST. PAUL, MINNESOTA 55144 MINNEAPOLIS, MN 55402
TELEPHONE: (651) 733-2204 TELEPHONE: (612) 340-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
NOVEMBER 13, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No.
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1. NAME OF REPORTING PERSONS Minnesota Mining and
Manufacturing Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) 410417775
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF
SHARES 7. SOLE VOTING POWER 1,291,873 (1)
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 919,820 (2)
REPORTING
PERSON --------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER 1,291,873 (1)
--------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED 2,211,693 (1) (2)
BY EACH REPORTING PERSON
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12. CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 25.9 % (1) (2) (3)
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14. TYPE OF REPORTING PERSON CO
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(1) In the event the Option (discussed in Items 3 and 4 below) becomes
exercisable and is exercised in full, Minnesota Mining and Manufacturing Company
("3M") will have sole voting power with respect to up to 1,291,873 shares of
Common Stock of MicroTouch Systems, Inc. ("MicroTouch"), which, based upon the
6,491,823 shares of MicroTouch Common Stock outstanding as of November 10, 2000
(as represented by MicroTouch in the Merger Agreement discussed in Item 4)
currently equals 19.9% of the outstanding shares of MicroTouch Common Stock.
Prior to the exercise of the Option, 3M is not entitled to any rights as a
shareholder of MicroTouch as to the shares of MicroTouch Common Stock covered by
the Option. The Option may only be exercised upon the happening of certain
events referred to in the Stock Option Agreement, none of which has occurred as
of the date hereof. 3M expressly disclaims beneficial ownership of any of the
shares of MicroTouch Common Stock which are purchasable by 3M upon exercise of
the Option until such time as 3M purchases any such shares of MicroTouch Common
Stock upon any such exercise.
(2) 919,820 shares of MicroTouch Common Stock are subject to a Voting
Agreement entered into by 3M and certain shareholders of MicroTouch (discussed
in Item 6 below). The 919,820 shares are comprised of
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159,820 issued and outstanding shares of MircroTouch Common Stock and 760,000
shares issuable upon the exercise of options to purchase shares of MicroTouch
Common Stock. 3M expressly disclaims beneficial ownership of any of the shares
of MicroTouch Common Stock covered by the Voting Agreement. Based on the
6,491,823 shares of MicroTouch Common Stock outstanding as of November 10, 2000
(as represented by MicroTouch in the Merger Agreement discussed in Item 4), the
760,000 shares issuable upon the exercise of options subject to the Voting
Agreement and the 1,291,873 shares subject to the Option (discussed in Items 3
and 4 below), the number of shares of MicroTouch Common Stock indicated
represents approximately 10.8% of MicroTouch Common.
(3) The percentage is based on the 6,491,823 shares of MicroTouch
Common Stock outstanding as of November 10, 2000 (as represented by MicroTouch
in the Merger Agreement discussed in Item 4), the 760,000 shares issuable upon
the exercise of options subject to the Voting Agreement and the 1,291,873 shares
subject to the Option (discussed in Items 3 and 4 below).
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share
("MicroTouch Common Stock "), of MicroTouch Technologies, Inc., a Massachusetts
corporation ("MicroTouch"). MicroTouch's principal executive offices are located
at 300 Griffin Brook Park Drive, Methuen, Massachusetts, 08144.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing:
Minnesota Mining and Manufacturing Company ("3M")
(b) Address of Principal Business Office:
3M Center
St. Paul, Minnesota 55144
(c) Principal Business:
3M is an integrated enterprise characterized by substantial
intercompany cooperation in research, manufacturing and
marketing of products. 3M's business has developed from its
research and technology in coating and bonding for coated
abrasives, the company's original product. Coating and bonding
is the process of applying one material to another, such as
abrasive granules to paper or cloth (coated abrasives),
adhesives to backing (pressure-sensitive tapes), ceramic
coating to granular mineral (roofing granules), glass beads to
plastic backing (reflective sheeting), and low-tack adhesives
to paper (repositionable notes). Shares of 3M are listed on
the New York Stock Exchange
The name, business address, present principal occupation or
employment and citizenship of each director and executive
officer of 3M are set forth in Annex A hereto and are
incorporated herein by reference.
(d) Criminal Proceedings:
During the last five years, neither 3M nor any executive
officer or director of 3M has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Civil Proceedings:
During the last five years, neither 3M nor any executive
officer or director of 3M has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
<PAGE>
activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
(f) Place of Organization:
Delaware
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Stock Option Agreement dated as of November 13, 2000
(the "Stock Option Agreement"), between 3M and MicroTouch described below in
Item 4, MicroTouch granted to 3M an option (the "Option") to purchase up to
1,291,873 shares of MicroTouch Common Stock at a price of $21.00 per share,
exercisable only upon the occurrence of certain events. The exercise of the
Option to purchase the full number of shares of MicroTouch Common Stock covered
by the Option would require aggregate funds of $27,129,333. If 3M were to
purchase MicroTouch Common Stock pursuant to the Stock Option Agreement, 3M
currently anticipates that such funds would be provided from 3M's working
capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
On November 13, 2000, 3M, Equinox Acquisition, Inc., a Massachusetts
corporation and a wholly owned subsidiary of 3M ("Equinox"), and MicroTouch
entered into an Agreement and Plan of Merger (the "Merger Agreement"), which
provides for Equinox to be merged with and into MicroTouch in accordance with
the Massachusetts General Laws and the Merger Agreement, as a result of which
MicroTouch will be the surviving corporation and a wholly owned subsidiary of 3M
(the "Merger"). The Merger is subject to receipt of regulatory approvals, the
approval of MicroTouch's shareholders and other closing conditions. As a result
of the Merger, each outstanding share of MicroTouch Common Stock will be
converted into the right to receive $21.00 cash, per share, without interest.
Consummation of the Merger may result in the MicroTouch Common Stock ceasing to
be outstanding or authorized to be quoted on The Nasdaq Stock Market, Inc.'s
National Market System ("Nasdaq") and the termination of registration pursuant
to Section 12(g)(4) of the Act.
The Merger Agreement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
As a condition and inducement to 3M's entering into the Merger
Agreement, MicroTouch entered into the Stock Option Agreement with 3M. Pursuant
to the Stock Option Agreement, MicroTouch has granted to 3M an Option to
purchase up to 1,291,873 shares (the "Option Shares") of MicroTouch Common Stock
at a price of $21.00 per share, exercisable only upon the occurrence of certain
events. Under certain circumstances set forth in the Stock Option Agreement, 3M,
as grantee of the Option, may surrender the Option to MicroTouch in exchange for
a payment to be determined in the manner set forth in the Stock Option
Agreement. The Stock Option Agreement is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Except as set forth in this Item 4, 3M has no plans or proposals that
relate to or would result in any of the matters set forth in clauses (a) through
(j) of Item 4 of Schedule 13D.
The preceding summary of certain provisions of the Merger Agreement and
the Stock Option Agreement, copies of which are filed as exhibits hereto, is not
intended to be complete and is qualified in its entirety by reference to the
full text of such agreements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) Pursuant to the Stock Option Agreement, 3M has the right,
exercisable only in certain circumstances, none of which have
occurred as of the date hereof, to acquire up to 1,291,873
shares of MicroTouch Common Stock, which represent beneficial
ownership of approximately 19.9% of the shares of MicroTouch
Common Stock currently outstanding. If 3M were to acquire such
shares, it would have sole voting and, subject to certain
restrictions set forth in the Stock Option Agreement,
investment power with respect thereto. Because of the limited
circumstances in which the Option granted under the Stock
Option Agreement is exercisable, 3M disclaims
<PAGE>
beneficial ownership of such shares of MicroTouch Common Stock
subject to the Stock Option Agreement.
As a result of the Voting Agreement (discussed in Item 6
below), 3M may be deemed to own 159,820 shares of MicroTouch
Common Stock and options to purchase 760,000 shares of
Microtouch Common Stock. Such MicroTouch Common Stock
constitutes approximately 10.8% of MicroTouch Common Stock,
assuming the exercise of options to purchase 760,000 shares of
MicroTouch Common Stock subject to the Voting Agreement and
the 1,291,873 shares subject to the Option. 3M may be deemed
to have the shared power to vote the shares that are subject
to the Voting Agreement with respect to the Merger. However,
3M (i) is not entitled to any rights as a shareholder of
MicroTouch as to the shares that are subject to the Voting
Agreement and (ii) disclaims any beneficial ownership of the
shares of MicroTouch Common Stock which are covered by the
Voting Agreement.
To the best knowledge of 3M, no executive officer or director
or 3M beneficially owns any shares of MicroTouch Common Stock.
(c) Except as described above, there have been no transactions in
MicroTouch Common Stock by 3M, or, to the best knowledge of
3M, by any of 3M's executive officers or directors during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On November 13, 2000, in connection with the execution of the Merger
Agreement, 3M entered into a voting agreement ("Voting Agreement") with D.
Westervelt Davis, James D. Logan, Edward J. Stewart III, Frank Manning, Peter E.
Brumme, Geoffrey P. Clear, Robert D. Becker and James W. Ellis, each solely in
their capacities as shareholders and/or option holders of MicroTouch. Each of
these shareholders and/or option holders has agreed to vote all shares of
MicroTouch Common Stock beneficially owned or controlled by such shareholder
and/or option holders in favor of the Merger. In the Voting Agreement, each
shareholder and/or option holders also agreed to vote against any action,
proposal, agreement or transaction that would (i) result in a material breach of
the Merger Agreement (ii) materially delay or impair the ability of MicroTouch
to consummate the Merger. The Voting Agreement terminates upon the termination
of the Merger Agreement prior to the effective time of the Merger or upon the
effective time of the Merger, as more fully described in the Voting Agreement.
As of November 13, 2000, the shareholders and/or option holders of MicroTouch
that have entered into the Voting Agreement owned 159,820 shares of MicroTouch
Common Stock and options to purchase 760,000 shares of Microtouch Common Stock
(representing approximately 10.8% of MicroTouch Common Stock, assuming the
exercise of options to purchase 760,000 shares of MicroTouch Common Stock
subject to the Voting Agreement and the 1,291,873 shares subject to the
Option.).
The preceding summary of the Voting Agreement is qualified in its
entirety by reference to the full text of such agreements, a form of which is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Except as set forth in Items 3, 4, 5 and 6, neither 3M nor, to the best
knowledge of 3M, any of its directors or executive officers has any contracts,
arrangements, understanding or relationships (legal or otherwise) with any other
person with respect to any securities of MicroTouch.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
99.1 Agreement and Plan of Merger, dated as of November 13, 2000,
by and among 3M, Equinox and MicroTouch.
99.2 Stock Option Agreement, dated as of November 13, 2000, by and
between 3M and MicroTouch.
99.3 Shareholders Agreement dated as of November 13, 2000 by and
between 3M, Equinox and the parties identified on Schedule A
thereto.
<PAGE>
SIGNATURE.
After reasonable 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: November 27, 2000
MINNESOTA MINING AND MANUFACTURING
COMPANY
By: /s/ Gregg M. Larson
------------------------------
Name: Gregg M. Larson
Title: Assistant Secretary
<PAGE>
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF 3M
Directors and Executive Officers of 3M. The name, present principal occupation
or employment and material occupations, positions, offices or employment for the
past five years of each of the directors and executive officers of 3M are set
forth below. Unless otherwise indicated, each person's business address is that
of 3M. Each such director and executive officer is a citizen of the United
States.
POSITION WITH 3M; PRESENT OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE
NAME AND BUSINESS ADDRESS PAST FIVE YEARS.
Livio D. DeSimone Chairman of the Board and Chief Executive Officer
since 1991. Mr. De Simone is also a Director of
Cargill, Incorporated, General Mills, Inc., Target
Corp., Vulcan Materials Company and Milliken &
Company.
Linda G. Alvarado Director of 3M since 2000; President and Chief
3M Executive Officer, Alvarado Construction, Inc., a
P.O. Box 33428 commercial general contracting firm that she
St. Paul, MN 55133-3428 founded in 1976. Ms. Alvarado is also a director
of Engelhard Corporation, Pitney Bowes, Inc., and
Pepsi Bottling Group, Inc.
Harry C. Andrews Executive Vice President, Electro and
Communications Markets since September 1999;Vice
President, Corporate Enterprise Development,
October 1996; Managing Director, Southern Europe
Region, May 1996; Managing Director, 3M Italy,
June 1993.
Ronald O. Baukol Director of 3M since 1996- Executive Vice
President, International Operations since 1995.
Vice President, Asia Pacific, Canada and Latin
America, 1994-1995. Mr. Baukol is also a Director
of Graco, Inc., and The Toro Company.
Ronald R. Belschner Vice President, Engineering, Manufacturing and
Logistics since November 2000; Division Vice
President, Industrial Tape and Specialties
Division, April 1995.
John W. Benson Executive Vice President, Health Care Markets
since January 1998; Group Vice President,
Industrial Markets Group, January 1996; Division
Vice President, Abrasive System Division, March
1995; Group Vice President, Abrasive, Chemical and
Film Products Group, August 1995.
Edward A. Brennan Director of 3M since 1986; retired (1995)
3M Chairman of the Board, President, and Chief
P.O. Box 33428 Executive Officer, Sears, Roebuck and Co; Mr.
St. Paul, MN 55133-3428 Brennan is also a director of The Allstate
Corporation, Morgan Stanley Dean Witter & Co., AMR
Corporation, Unicom Corporation, Dean Foods
Company, and The SABRE Group Holdings, Inc.
Robert J. Burgstahler Vice President, Finance and Administrative
Services since February 2000; President and
General Manager, 3M Canada Company, March 1998;
Staff Vice President, Taxes, May 1995; Executive
Director, Taxes, January 1994.
<PAGE>
POSITION WITH 3M; PRESENT OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE
NAME AND BUSINESS ADDRESS PAST FIVE YEARS.
M. Kay Grenz Vice President, Human Resources since March 1998;
Staff Vice President, Human Resources Consulting
and Resource Services, August 1996; Staff Vice
President, Human Resources Corporate Services,
November 1992.
Paul Guehler Vice President, Research and Development since
June 2000; Vice President, Corporate Enterprise
Development and Optical Technologies, October
1999; Optical Markets and Technologies Vice
President, March 1998; Division Vice President,
Safety and Security Systems Division, February
1992.
Edward M. Liddy Director of 3M since 2000; Chairman, President
3M and Chief Executive Officer of The Allstate
P.O. Box 33428 Corporation, the parent of Allstate Insurance
St. Paul, MN 55133-3428 Company. Prior to this Mr. Liddy served as
President and Chief Operating Officer from 1994 to
1998. Mr. Liddy is also a director of Kroger Co.
Moe S. Nozari Executive Vice President, Consumer and Office
Markets since June 1999; Group Vice President,
Consumer and Office Market Group, May 1996;
Division Vice President, Consumer Markets, October
1993.
Aulana L. Peters Director of 3M since 1990; Partner, Gibson,
3M Dunn & Crutcher LLP, a law firm, Los Angeles,
P.O. Box 33428 California. Ms. Peters is also a director of
St. Paul, MN 55133-3428 Merrill Lynch & Co., Inc., Northrop Grumman Corp.,
and Callaway Golf Company.
David W. Powell Vice President, Marketing since June 1999;
Division Vice President, Commercial Office Supply
Division, July 1996; Managing Director, 3M France,
February 1995.
<PAGE>
POSITION WITH 3M; PRESENT OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE
NAME AND BUSINESS ADDRESS PAST FIVE YEARS.
Charles Reich Executive Vice President, Specialty Material
Markets and Corporate Services since September
1999; Group Vice President, Specialty Material
Markets Group, January 1999; Group Vice President,
Chemical Markets Group, March 1998; Division Vice
President, Occupational Health and Environmental
Safety Division, July 1997; Division Vice
President, Dental Products Division, April 1990.
Rozanne L. Ridgway Director of 3M since 1989; former Assistant
3M Secretary of State for Europe and Canada; Member
P.O. Box 33428 of the Board Organization and Compensation
St. Paul, MN 55133-3428 Committee; Ms. Ridgway served from 1985 until her
retirement in 1989 as Assistant Secretary of State
for European and Canadian Affairs. Ms. Ridgway is
a director of Bell Atlantic Corporation, The
Boeing Company, Emerson Electric Co., Nabisco,
Sara Lee Corporation, and Union Carbide
Corporation. Ms. Ridgway is also chair of the
Baltic-American Enterprise Fund.
Frank Shrontz Director of 3M since 1992; Chairman Emeritus,
3M The Boeing Company; Chief Executive Officer of
P.O. Box 33428 Boeing from 1986 and Chairman of the Board from
St. Paul, MN 55133-3428 1988 until his retirement in 1997. Mr. Shrontz is
a director of Boise Cascade Corporation and
Chevron Corporation, and a citizen regent on the
Smithsonian Institution's Board of Regents. Mr.
Shrontz is also a member of the Business Council.
F. Alan Smith Director of 3M since 1986; Chairman of
3M Advanced Accessory Systems, Inc.; Chairman of
P.O. Box 33428 Mackie Automotive System; Retired Executive Vice
St. Paul, MN 55133-3428 President and Director, General Motors
Corporation; Chairman of the Audit Committee and
Member of the Public Issues Committee. Mr. Smith
was a director of General Motors from 1981 until
his retirement in 1992. Mr. Smith is a director of
TransPro, Inc., and a trustee of the Florida
Institute of Technology.
Louis W. Sullivan Director of 3M since 1993; President,
Morehouse School of Medicine, Atlanta, Georgia;
Dr. Sullivan is a member of the Audit and Public
Issues Committees; Dr. Sullivan served as
Secretary, United States Department of Health and
Human Services, from 1989 to 1993. He returned to
Morehouse School of Medicine in 1993. Dr. Sullivan
is a director of Bristol-Myers Squibb Company,
CIGNA Corporation, Equifax, Inc., General Motors
Corporation, Georgia-Pacific Corporation, and
Household International. Dr. Sullivan is also a
director of the Boy Scouts of American and a
trustee of the Little League Foundation.
<PAGE>
POSITION WITH 3M; PRESENT OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE
NAME AND BUSINESS ADDRESS PAST FIVE YEARS.
John J. Ursu Senior Vice President, Legal Affairs and General
Counsel since 1997;Vice President, Legal Affairs
and General Counsel in 1993.
Ronald A. Weber Executive Vice President, Transportation, Graphics
and Safety Markets since 2000; Division Vice
President, Automotive Division in 1996; Division
Vice President, Automotive Engineered Systems in
1995.
Harold J. Wiens Executive Vice President, Industrial Markets since
September 1999; Executive Vice President,
Industrial and Electro Markets, June 1999;
Executive Vice President, Industrial and Consumer
Markets, July 1998; Group Vice President,
Industrial Markets Group, January 1998; Executive
Vice President, Sumitomo 3M Ltd. May 1995.
