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As filed with the Securities and Exchange Commission on January 31, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
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ZING TECHNOLOGIES, INC.
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(NAME OF SUBJECT COMPANY)
ZING TECHNOLOGIES, INC.
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(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01
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(TITLE OF CLASS OF SECURITIES)
989601109
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT E. SCHRADER
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ZING TECHNOLOGIES, INC.
115 STEVENS AVENUE
VALHALLA, NEW YORK 10595
(914) 747-7474
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSON FILING STATEMENT)
WITH A COPY TO:
HENRY A. SINGER, ESQ.
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 735-8600
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/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Exhibits:
1. Press Release dated January 28, 2000
2
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EXHIBIT 1:
International Rectifier to buy Zing for $15.36 per share to expand proprietary
business.
VALHALLA, N.Y., Jan. 28 /PRNewswire/ -- International Rectifier (NYSE: IRF) and
Zing Technologies (Nasdaq: ZING) today announced that IR agreed to acquire all
the outstanding shares of Zing for a cash purchase price of $15.36 per share.
Zing's wholly owned subsidiary and sole operating business, Omnirel, supplies
power semiconductor modules and components. Omnirel's products, customers,
technology, and manufacturing capabilities provide a strategic complement to
IR's own fast-growing proprietary control and subsystems business. The control
and subsystems business of the combined operation has an annualized revenue of
about $100 million.
The purchase price for the transaction is approximately $28.5 million (net of
Zing's cash on hand). International Rectifier will commence a cash tender offer
for the outstanding shares of Zing by early February and expects to complete the
tender offer in March.
IR chief executive officer, Alex Lidow, commented, "This acquisition accelerates
the growth of our proprietary control and subsystems business, enhances our
product offerings for aerospace and other lucrative high-reliability
applications, and provides greater access to customers who can benefit from the
combination of IR and Omnirel technologies to manage their power requirements."
Robert E. Schrader, Zing Technologies chairman and chief executive officer,
noted, "Our Board of Directors has unanimously approved the proposed acquisition
as being in the best interests of Zing and its shareholders. The combination of
Omnirel with IR represents an excellent strategic fit."
The acquisition is subject to certain conditions, including at least 66.7% of
Zing's outstanding stock on a fully diluted basis being tendered without
withdrawal prior to the expiration of IR's offer and the expiration of the
waiting period under federal antitrust laws. Both parties expect these
conditions to be satisfied. Including Mr. Schrader, shareholders who own
approximately 57% of Zing's outstanding shares have executed agreements with IR
to tender their shares.
Omnirel manufactures and sells high reliability multi-chip power semiconductors,
integrated power modules and packaged semiconductor components for the military,
industrial and high-end commercial markets.
International Rectifier is the pioneer and market leader in power MOSFETs, power
semiconductors that have grown faster than integrated circuits. Power M0SFETs
refine electricity coming out of a wall outlet or battery, to meet the specific
needs of different types of electronic products and circuits and to increase
circuit efficiency. IR uses its MOSFET leadership and unique focus on related
technologies to develop proprietary control and subsystem products that expand
its market opportunity and increase its profit potential. IR technology enables
cell phones, Internet hardware and appliances, computers, home appliances, cars,
and industrial products to offer greater functionality in more compact
configurations.
The foregoing material contains some forward-looking statements concerning the
combined operation. We caution that such statements are subject to a number of
uncertainties and actual results may differ materially. Certain factors that may
affect such results include the demand for sales and price stability of IR and
Omnirel's products continuing in line with current trends, IR's
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ability to attain Omnirel's reported level of sales and backlog for products,
the ability to retain existing customers and suppliers, and the ability to
attract new ones, and success in utilizing existing products and technologies to
create and derive new ones.
SHAREHOLDERS OF ZING TECHNOLOGIES, INC. SHOULD READ OUR
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WHEN IT IS AVAILABLE
BECAUSE IT CONTAINS IMPORTANT INFORMATION. SHAREHOLDERS CAN GET A COPY OF THE
SCHEDULE 14D-9 AND OTHER DOCUMENTS FILED BY ZING TECHNOLOGIES INC. FOR FREE FROM
THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE LOCATED AT WWW.SEC.GOV. OTHER
FREE DOCUMENTS INCLUDE ZING'S ANNUAL REPORT ON FORM 10-KSB AND QUARTERLY REPORT
ON FORM 10-QSB.
