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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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NETSPEAK CORPORATION
(NAME OF SUBJECT COMPANY)
MOTOROLA, INC.
(BIDDER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
6411D5069
(CUSIP NUMBER OF CLASS OF SECURITIES)
CARL F. KOENEMANN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
MOTOROLA, INC.
1303 EAST ALGONQUIN ROAD
SCHAUMBURG, ILLINOIS 60196
(847) 576-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
DONALD F. MCLELLAN, ESQ. OSCAR A. DAVID, ESQ.
SENIOR COUNSEL BRIAN T. BLACK, ESQ.
MOTOROLA, INC. WINSTON & STRAWN
1303 EAST ALGONQUIN ROAD 35 WEST WACKER DRIVE
SCHAUMBURG, ILLINOIS 60196 SUITE 4200
(847) 576-3482 CHICAGO, ILLINOIS 60601
(312) 558-5600
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$90,000,000 $18,000
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* Estimated solely for purposes of calculating the amount of filing fee. The
Transaction Valuation assumes the purchase of 3,000,000 shares of Common
Stock, par value $.01 per share, of the Subject Company (the "Shares") at
the offer price of $30.00 per share.
[X]Check 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: $18,000 FILING PARTY: MOTOROLA, INC.
FORM OF REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: MARCH 25, 1998
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14D-1
CUSIP NO. 6411D5069
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1NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MOTOROLA, INC. (36-1115800)
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2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) [_]
(B) [_]
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3SEC USE ONLY
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4SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F):
[_]
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6CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
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7AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,944,708*
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8CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES:
[_]
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9PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7) APPROXIMATELY:
32.1%
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10TYPE OF REPORTING PERSON:
CO
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* On March 18, 1998 Motorola, Inc., a Delaware corporation (the "Purchaser"),
entered into separate Common Stock Purchase Agreements (the "Common Stock
Purchase Agreements") with Steven F. Mills, Senior Vice President of
Advance Technology Development and John W. Staten, Chief Financial Officer
and Assistant Secretary, respectively (collectively, the "Employee
Shareholders") pursuant to which the Employee Shareholders have agreed,
among other things, to validly sell 10,000 and 25,000 shares of common
stock of NetSpeak Corporation, a Florida corporation, respectively, to the
Purchaser at a purchase price of $30.00 net per share. These shares
represent approximately 0.29% of the shares outstanding as of March 18,
1998. The stock purchases contemplated by the Common Stock Purchase
Agreements will be consummated in connection with the completion of the
tender offer more fully described herein. The Common Stock Purchase
Agreements are described more fully in Section 12 of the Offer to Purchase
dated March 25, 1998. The number of shares set forth in Item 7 is based
upon the number of shares of common stock outstanding on April 21, 1998 and
includes 2,686,470 shares tendered, accepted for payment pursuant to the
Offer to Purchase (including 100,000 shares subject to guaranteed delivery
procedures) and not withdrawn pursuant to the Offer to Purchase and 35,000
shares of common stock to be purchased from the Employee Shareholders.
2
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Motorola, Inc., a Delaware corporation (the "Purchaser"), hereby amends and
supplements its Tender Offer Statement on Schedule 14D-1, filed on March 25,
1998 (as amended, the "Schedule 14D-1"), relating to the offer by the
Purchaser to purchase up to 3,000,000 shares of common stock, par value $.01
per share (the "Common Stock" or "Shares"), of NetSpeak Corporation, a Florida
corporation ("Company"), as set forth in this Amendment No. 2. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 is hereby amended and supplemented to
add the following:
Following the expiration of the Offer at 12:00 Midnight, New York City
time, on Tuesday, April 21, 1998, the Purchaser accepted for payment all
Shares tendered pursuant to the Offer. The Purchaser has been informed by
the Depositary that 2,686,470 Shares (including 100,000 Shares tendered
pursuant to guaranteed delivery procedures), representing approximately
21.9% of the outstanding Shares, were tendered pursuant to the Offer. A
copy of the press release issued on April 22, 1998 with respect to the
foregoing is attached as Exhibit (a) (10) hereto and is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The information set forth in Item 11 is hereby amended and supplemented by
adding the following exhibit:
(a) (10)--Text of Press Release, dated April 22, 1998, issued by
Purchaser.
3
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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: April 22, 1998 MOTOROLA, INC.
/s/ Stephen P. Earhart
By: _________________________________
Name: Stephen P. Earhart
Title: Senior Vice President
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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99(a)(1)* --Offer to Purchase dated March 25, 1998.
99(a)(2)* --Letter of Transmittal.
99(a)(3)* --Notice of Guaranteed Delivery.
99(a)(4)* --Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
99(a)(5)* --Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
99(a)(6)* --Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
99(a)(7)* --Form of Summary Advertisement as published in the Wall Street
Journal on March 25, 1998.
99(a)(8)* --Text of Press Release, dated March 19, 1998, issued by the Company
and Purchaser.
99(a)(9)* --Text of Press Release, dated March 25, 1998, issued by Purchaser.
99(a)(10) --Text of Press Release, dated April 22, 1998, issued by Purchaser.
99(b)(1)* --None.
99(c)(1)* --Tender Agreement dated March 18, 1998 between the Company and the
Purchaser.
99(c)(2)* --Voting Agreement dated March 18, 1998 between the Purchaser, the
Company and certain management shareholders.
99(c)(3)* --Standstill and Participation Rights Agreement dated March 18, 1998
between the Company and the Purchaser.
99(c)(4)* --Amended and Restated NetSpeak Corporation Investor's Rights
Agreement dated March 18, 1998 between the Company and the
Purchaser.
99(c)(5)* --Common Stock Purchase Agreement dated March 18, 1998 between the
Purchaser and John W. Staten.
99(c)(6)* --Common Stock Purchase Agreement dated March 18, 1998 between the
Purchaser and Steven F. Mills.
99(c)(7)* --Joint Development and License Agreement dated March 18, 1998
between the Company and the Purchaser.**
99(d)(1) --None.
99(e)(1) --Not applicable.
99(f)(1) --None.
</TABLE>
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*Previously filed
**Certain portions of this Exhibit have been omitted based upon a request to
the Commission for confidential treatment. Omitted portions have been
separately filed with the Commission.
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EXHIBIT 99(a)(10)
PRESS INFORMATION
[LOGO OF MOTOROLA]
For further information contact:
Scott Wyman
(847) 632-4691
For Immediate Release
April 22, 1998
Motorola Completes Tender Offer In Connection With Expanded Strategic
Relationship With NetSpeak
Schaumburg, Ill. April 22, 1998 -- Motorola, Inc. (NYSE: MOT) announced today
that it has successfully completed its cash tender offer for up to 3.0 million
shares of common stock of NetSpeak Corporation (NASDAQ:NSPK) by accepting for
payment 2,686,470 shares validly tendered and not withdrawn pursuant to the
tender offer, at a purchase price of $30.00 per share. The tender offer expired
by its terms at 12:00 midnight, New York City time, on April 21, 1998. According
to American Stock Transfer & Trust Company, the depositary for the tender offer,
2,686,470 shares were tendered by NetSpeak stockholders (including shares
subject to guaranteed delivery) and not withdrawn prior to the expiration of the
tender offer.
The completion of the tender offer is part of a recently announced expanded
relationship between the companies that will combine NetSpeak's leading IP
(Internet Protocol) telephony technology with Motorola's leading wireless and
wireline technology. This expanded relationship includes the joint development
and licensing of NetSpeak technology as well as a $30 million multi-year minimum
purchase commitment by Motorola. After giving effect to the consummation of the
tender offer for the 2,686,470 million NetSpeak shares, Motorola will own
approximately 31.8% of the outstanding shares of NetSpeak common stock.
Motorola expects to record an in-process research and technology development
writeoff during the second quarter of 1998 due to the increased investment in
NetSpeak. The amount of such writeoff is dependent on a number of factors and
will be determined after completion of the tender offer.
About Motorola
Motorola is one of the world's leading providers of wireless communications,
semiconductors, and advanced electronic systems, components, and services.
Major equipment businesses include cellular telephone, two-way radio, paging and
data communications, personal communications, automotive, defense and space
electronics and computers. Motorola semiconductors power communications
devices, computers and millions of other products. Motorola's 1997 sales were
$29.8 billion. For more information visit our web site at http://www.mot.com
