<PAGE> 1
As filed with the Securities and Exchange Commission on March 22, 2000.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AND
SCHEDULE 13D
UNDER SECTION 13(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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IMTEC INC.
(NAME OF SUBJECT COMPANY)
-----------------
BRADY CORPORATION
IMTC ACQUISITION CORP.
(NAMES OF FILING PERSONS - OFFERORS)
-----------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
452909-10-4
(CUSIP NUMBER OF CLASS OF SECURITIES)
-----------------
THOMAS E. SCHERER
BRADY CORPORATION
6555 WEST GOOD HOPE ROAD
MILWAUKEE, WI 53223
(414) 358-6600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
-----------------
COPY TO:
CONRAD G. GOODKIND, ESQ.
QUARLES & BRADY LLP
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 277-5000
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CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION: $22,134,156* AMOUNT OF FILING FEE: $4,426.84
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 1,844,513 shares of common stock, par value
$0.01 per share of Imtec Inc., a Delaware corporation (the "Company"), on a
fully diluted basis (consisting of 1,635,313 shares currently issued and
outstanding plus an additional 209,200 shares issuable upon exercise of
outstanding options) at $12.00 in cash per share. The amount of the filing
fee, calculated in accordance with Regulation 240.0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the value
of the transaction.
[x] 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: $4,426.84
FORM OR REGISTRATION NO.: SCHEDULE TO
FILING PARTY: BRADY CORPORATION AND IMTC ACQUISITION CORP.
DATE FILED: FEBRUARY 22, 2000
[ ] Check the box if the filing relates solely 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.
[x] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
result of the tender offer: [x]
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CUSIP NO. 452909-10-4
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Brady Corporation
39-0178960
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS (SEE INSTRUCTIONS)
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
Wisconsin
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SOLE VOTING POWER
7
1,565,403 (including Shares tendered by
guaranteed delivery)**
NUMBER OF SHARES ------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING ------------------------------------------------------------
PERSON WITH SOLE DISPOSITIVE POWER
9
1,565,403 (including Shares tendered by
guaranteed delivery)**
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,565,403 (including Shares tendered by guaranteed delivery)**
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12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.4% (based upon 1,658,693 Shares issued and outstanding as of
March 21, 2000)**
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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** Because Brady Corporation indirectly owns all of the capital stock of
IMTC Acquisition Corp., Brady Corporation may be deemed to beneficially
own the Shares beneficially owned by IMTC Acquisition Corp.
3
<PAGE> 4
CUSIP NO. 452909-10-4
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
IMTC Acquisition Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------
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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SOLE VOTING POWER
7
1,565,403 (including Shares tendered by
guaranteed delivery)
-----------------------------------------------------------
NUMBER OF SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH
9 1,565,403 (including Shares tendered by
guaranteed delivery)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,565,403 (including Shares tendered by guaranteed delivery)
- --------------------------------------------------------------------------------
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.4% (based upon 1,658,693 Shares issued and outstanding as of
March 21, 2000)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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4
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This Amendment No. 1, the final amendment, amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on February 22, 2000, by Brady Corporation, a Wisconsin corporation
("Parent") and IMTC Acquisition Corp., a Delaware corporation and indirect,
wholly owned subsidiary of Parent (the "Purchaser"), relating to the tender
offer by the Purchaser for all outstanding shares of common stock, par value
$.01 per share (the "Shares") of Imtec Inc., a Delaware corporation (the
"Company"), at $12.00 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 February 22, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal (which together constitute the "Offer"). Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in
the Offer to Purchase and the Tender Offer Statement on Schedule TO.
This Amendment also constitutes an amendment to the Statement on
Schedule 13D with respect to the beneficial ownership of Shares which was
previously filed by Parent and the Purchaser.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 8 of the Schedule TO is hereby amended and supplemented by adding
thereto the following:
(a) - (b) The Offer expired at 5:00 p.m., Eastern time, on Tuesday,
March 21, 2000. Based on preliminary information provided by the Depositary,
there were validly tendered and not withdrawn 1,565,403 Shares (including 1,708
Shares subject to guaranteed delivery), representing approximately 94.4% of the
issued and outstanding Shares. The Shares validly tendered and not withdrawn at
the expiration of the Offer were accepted for payment at $12.00 per Share, net
to the seller in cash, without interest thereon. On March 22, 2000, Parent
issued the press release attached hereto as Exhibit (a)(10). The information
contained therein is incorporated herein by reference.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by
adding the following:
(a)(10) - Text of Press Release dated March 22, 2000.
5
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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.
Dated: March 22, 2000
IMTC Acquisition Corp.
BY: /s/ Frank M. Jaehnert
-----------------------------------
Frank M. Jaehnert, Vice President
and Treasurer
BRADY CORPORATION
BY: /s/ Frank M. Jaehnert
-----------------------------------
Frank M. Jaehnert, Vice President
and Chief Financial Officer
S-1
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EXHIBIT INDEX
The following Item (a)(10) is hereby added to the Exhibit Index.
EXHIBIT
NO.
- -------
(a)(10) - Text of Press Release, dated March 22, 2000.
E1-1
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EXHIBIT (a)(10)
For more information contact:
Laurie Bernardy (414) 438-6880
BRADY CORPORATION ANNOUNCES COMPLETION OF TENDER OFFER FOR IMTEC INC.
MILWAUKEE (March 22, 2000)--Brady Corporation (NYSE: BRC) announced today that
its indirect, wholly owned subsidiary, IMTC Acquisition Corp., has accepted for
payment all shares of Imtec Inc. (NASDAQSC: IMTC) common stock that were
tendered pursuant to IMTC's tender offer for all outstanding shares of common
stock of Imtec Inc. at $12.00 cash per share. The tender offer expired as
scheduled at 5:00 p.m., eastern time on March 21, 2000.
Based upon a preliminary count from the depositary, 1,565,403 shares of
Imtec Inc. common stock (including 1,708 by notice of guaranteed delivery) were
tendered and not withdrawn, which constitutes approximately 94.4% of the
outstanding shares of Imtec common stock. Payment for the tendered shares will
be made promptly by the depositary. Subject to the terms of the merger agreement
between Brady Corporation, IMTC Acquisition Corp. and Imtec Inc., shares of
common stock not tendered in the offer will be converted into the right to
receive $12.00 cash per share upon completion of the merger between IMTC
Acquisition Corp. and Imtec Inc. It is anticipated that the registration of
Imtec Inc. common stock under the Securities Exchange Act of 1934 will be
terminated and the merger will be completed as soon as practicable.
Brady expects the acquisition of Imtec to strengthen its position in
the fast-growing automatic identification and data collection market and the
high-performance-label segment.
"We are very pleased with the acceptance of our offer and look forward
to the successful integration of Imtec into the Brady family," said Brady
President and Chief Executive Officer Katherine M. Hudson. "Imtec's people,
products and services will further enhance Brady's complete identification
solutions that help customers improve productivity and performance."
Founded in 1982, Imtec designs, manufactures and sells high-performance
labels and labeling systems used in electronics and industrial markets primarily
in North America. Its products include preprinted labels, printer laminators,
printer applicators and labeling supplies. Headquartered in Bellows Falls, Vt.,
Imtec reported sales of about $14 million and net income of approximately $0.9
million in fiscal 1999. It employs about 95 people throughout the United States.
Brady Corporation is an international manufacturer and marketer of
complete identification solutions, with products including labels, software,
printing systems, label-application and data-collection systems, signs, safety
devices and specialty materials for manufacturing, electrical, electronic,
telecommunications and a variety of other markets. Founded in 1914, Brady is
headquartered in Milwaukee and employs about 3,000 people in operations in the
United States, Europe, Asia/Pacific, Latin America and Canada. Brady's fiscal
1999 sales were approximately $471 million and net income was approximately $40
million. More information about the companies is available on the Internet at
WWW.BRADYCORP.COM and WWW.IMTECINC.COM.
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