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As filed with the Securities and Exchange Commission on February 11, 2000.
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement Under Section 14(d)(1)
of the Securities Exchange Act of 1934
_________________
IMTEC INC.
(Name of Subject Company)
_________________
BRADY CORPORATION
IMTC ACQUISITION CORP.
(Names of Filing Persons -Bidders)
_________________
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
________________________________________________________________________________
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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On December 9, 1999, Brady Corporation, a Wisconsin corporation ("Brady"),
entered into a Shareholder Option Agreement ("Shareholder Option Agreement #1")
with certain shareholders of Imtec Inc., a Delaware corporation ("Imtec"),
including all of the directors of Imtec and all but one holder of greater than
five percent (5%) of Imtec's common stock (the "Group Shareholders"), who, in
the aggregate, own 875,326 shares of Imtec common stock, including certain
options to purchase shares of Imtec common stock (the "Group Shares"). In
addition, on December 9, 1999, Brady entered into a second Shareholder Option
Agreement ("Shareholder Option Agreement #2" and together with Shareholder
Option Agreement #1, the "Shareholder Option Agreements"), with the remaining
holder of greater than 5% of Imtec common stock (the "Individual Shareholder"
and together with the Group Shareholders, the "Shareholders") with respect to
109,377 shares of Imtec common stock (the "Individual Shares" and together with
the Group Shares, the "Shares"), which constitute a portion of the shares of
Imtec common stock owned by such holder. Pursuant to the Shareholder Option
Agreements, the Shareholders have (i) granted Brady an option to purchase their
Shares at an exercise price of $12.00 per Share (subject to adjustment in
certain circumstances) exercisable upon the occurrence of certain events
specified in the Shareholder Option Agreements, (ii) agreed to tender, in
accordance with the terms of the Offer, all of the Option Shares (including any
subsequently acquired Shares with respect to the Group Shareholders) and (iii)
irrevocably granted to, and appointed Brady proxy and attorney-in-fact to vote
the Shares with respect to certain matters. These Shareholder Option Agreements
were filed as exhibits 1 and 2 to Brady's Schedule 13D-1 filed with the
Commission on December 20, 1999. The joint press release of Brady and Imtec
announcing the execution of the Shareholder Option Agreements and the companies'
intention to negotiate a transaction for the acquisition of Imtec by Brady is
filed herewith as Exhibit (a)(2).
3
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Item 11. Material to be Filed as Exhibits.
(a)(1) - Press Release of Brady, dated February 11, 2000.
(a)(2) - Joint Press Release of Brady and Imtec, dated December 9, 1999.
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For more information contact:
Brady: Laurie Bernardy (414) 438-6880
Imtec: Steve Anton (802) 463-9502
BRADY CORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE IMTEC INC.
MILWAUKEE (February 11, 2000) -- Brady Corporation (NYSE:BRC) announced
today that it has entered into a definitive merger agreement providing
for Brady to acquire Imtec Inc. (NASDAQSC: IMTC), Bellows Falls, VT,
a manufacturer of high-performance bar-code labels and labeling
systems used in automatic identification applications.
Under the terms of the merger agreement, which was unanimously
approved by Imtec's Board of Directors, IMTC Acquisition Corp., a
company formed by Brady Corporation for the purpose of acquiring
Imtec, will commence a tender offer to purchase for $12.00 per share
in cash all of the outstanding shares of Imtec common stock. The
closing market price of Imtec's common stock was $5.50 on December 9,
1999, the last full trading day before Brady Corporation and Imtec
jointly issued a press release indicating that they were negotiating a
transaction at $12.00 per share. The transaction is valued at
approximately $21 million.
The tender offer, which is expected to commence no later than February 22,
2000, and once commenced shall remain open for 20 business days, unless
extended, will be followed by a merger in which those shares of Imtec not
tendered will be converted into the right to receive $12.00 per share in cash.
The tender offer is conditioned on the tender of a sufficient number of shares
to give IMTC Acquisition Corp. ownership of at least 75 percent of the fully
diluted outstanding shares of Imtec. The tender offer is not subject to a
financing condition as Brady Corporation has sufficient financial resources for
the transaction. The tender offer will only be made pursuant to definitive
tender offer materials that will be distributed to Imtec's stockholders and
filed with the Securities and Exchange Commission.
"Merging with Brady provides outstanding value for Imtec's stockholders as
well as significant capability to strengthen Imtec's worldwide growth and
financial performance," said Steve Anton, president and chief executive officer
of Imtec. "I am enthusiastic about the potential this combination brings to
Imtec's customers and employees."
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. 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.
"We look forward to having the Imtec team join us as we serve the
fast-growing automatic identification and data collection market as
well as the high-performance-label segment," said David Schroeder,
vice president of Brady's Identification Solutions & Specialty Tapes
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Group. "By combining the capabilities and products of Imtec with
those of Brady, we will be better positioned to help our customers
improve productivity and performance using complete identification
solutions."
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 2,800 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.
CERTAIN STATEMENTS MADE IN THIS RELEASE ARE FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS AND PERFORMANCE TO
DIFFER MATERIALLY FROM ANY EXPECTED FUTURE RESULTS OR PERFORMANCE, EXPRESSED
OR IMPLIED, BY THE FORWARD-LOOKING STATEMENTS. BRADY CORPORATION ASSUMES NO
RESPONSIBILITY TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES OF IMTEC INC. AT THE TIME THE OFFER IS COMMENCED, BRADY
CORPORATION WILL FILE A TENDER OFFER STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION AND IMTEC INC. WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER DOCUMENTS, AS WELL AS THE
SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL
STOCKHOLDERS OF IMTEC INC., AT NO EXPENSE TO THEM. THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT
THE COMMISSION'S WEB SITE AT WWW.SEC.GOV.
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News Release
BRADY CORPORATION IN TALKS TO ACQUIRE LABEL AND LABEL-SYSTEM
MANUFACTURER IMTEC, INC.
MILWAUKEE, Wis., and BELLOWS FALLS, Vt., (December 9, 1999)--Brady
Corporation (NYSE:BRC), a world leader in identification solutions, and Imtec,
Inc. (NasdaqSC:IMTC), a label and label-system manufacturer, today announced
that they are in talks for Brady to acquire Imtec. Subject to due diligence,
negotiation of a definitive agreement, and other matters, Brady, Milwaukee,
would acquire all the outstanding capital stock of Imtec, Inc., Bellows Falls,
Vt., for $12 a share in a cash transaction valued at approximately $20.5
million.
In connection with the ongoing discussions, certain Imtec shareholders have
granted Brady an option to acquire their shares which constitute a majority of
Imtec's outstanding common stock.
Founded in 1982, Imtec designs, manufactures and sells high- performance
labels and labeling systems used in electronic and industrial markets primarily
in North America. Its products include label applicators, laminators, preprinted
labels and labeling supplies. It employs nearly 100 people throughout the United
States. Imtec reported sales of $13.9 million and net income of $0.9 million in
fiscal 1999.
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 more than 2,700 people in operations in
the United States, Europe, Asia/Pacific, Latin America and Canada. It
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reported fiscal 1999 sales of $470.9 million and net income of $39.6
million.
More information about the companies is available on the Internet at
www.bradycorp.com and www.imtecinc.com.
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