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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
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
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NEOLENS, INC.
(Name of Subject Company)
SOLA ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
SOLA INTERNATIONAL INC.
(Bidder)
__________________(____________________
COMMON STOCK, $.001 PAR VALUE
SERIES A CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE
SERIES B CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE
(TITLES OF CLASSES OF SECURITIES)
640903308
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(CUSIP Number of Class of Securities) (Common Stock)
JOHN HEINE
SOLA INTERNATIONAL INC.
2420 SAND HILL ROAD
SUITE 200
MENLO PARK, CA 94025
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidder)
Copies to:
PETER GOLDEN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004 - 1980
(212) 859-8000
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sola International Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS (SEE INSTRUCTIONS)
WC, BK
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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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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,881,661 shares of Common Stock (see Item 6)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
84% (see Item 6)
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10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sola Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [X]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCES OF FUNDS (SEE INSTRUCTIONS)
WC, BK
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f). [ ]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,881,661 shares of Common Stock (see Item 6)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
84% (see Item 6)
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10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D filed on June 5,
1996, as amended, relating to a tender offer by Sola Acquisition
Corp., a Florida corporation and a wholly owned subsidiary of
Sola International Inc., a Delaware corporation, to purchase all
outstanding shares of (i) Common Stock, par value $.001 per
share, (ii) Series A Convertible Preferred Stock, par value $.001
per share and (iii) Series B Convertible Preferred Stock, par
value $.001 per share, of Neolens, Inc., a Florida corporation,
at a purchase price of $1.14 per share of Common Stock, $25.20
per share of Series A Preferred and $41.09 per share of Series B
Preferred, in each case net to the seller in cash.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended to add the following:
Following the expiration of the Offer at 12:00 Midnight, New York
City time, on July 2, 1996, the Offeror accepted for payment all
shares validly tendered pursuant to the Offer. The Offeror has
been informed by the Depository that 5,538,281 shares of Common
Stock (including 740,747.20 shares of Common Stock tendered
pursuant to guarantee delivery procedures), 3,269 shares of
Series A Preferred and 12,000 shares of Series B Preferred,
representing approximately 84% of the outstanding Common Stock,
100% of the outstanding Series A Preferred and 100% of the Series
B Preferred, were tendered pursuant to the Offer. A copy of the
press release issued prior to 9:00 a.m., New York City time, on
July 3, 1996, 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.
Item 11 is hereby amended by adding thereto the following
exhibit:
(a)(10) Press Release issued by Parent on July 3, 1996.
SIGNATURE
After due inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: July 3, 1996
SOLA INTERNATIONAL INC.
By: /s/ John Heine
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Name: John Heine
Title: Chief Executive
Officer and President
SOLA ACQUISITION CORP.
By: /s/ John Heine
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Name: John Heine
Title: President
EXHIBIT INDEX
(a)(10) Press Release issued by Parent on July 3, 1996.
EXHIBIT (a)(10)
SOLA INTERNATIONAL INC. COMPLETES
TENDER OFFER FOR NEOLENS, INC.
MENLO PARK, CA. July 3,1996--Sola International, Inc. (NYSE:
SOL) ("Sola") announced today that its wholly owned subsidiary,
Sola Acquisition Corp., has successfully completed its tender
offer ("Offer") for all outstanding shares of Neolens, Inc. (OTC
Bulletein Board: NEOL), at a price per share of $1.14 per share
of Common Stock (the "Common Stock"), $25.20 per share of Series
A Convertible Preferred Stock (the "Series A Preferred") and
$41.09 per share of Series B Convertible Preferred Stock (the
"Series B Preferred"), in cash. All shares tendered into the
Offer have been accepted for payment.
According to the First National Bank of Boston, the depository
for the Offer, 5,538,281 shares of the Common Stock, which
constitutes approximately 84% of the outstanding Common Stock,
3,269 Shares of the Series A Preferred, which constitute 100% of
the outstanding Series A Preferred and 12,000 shares of the
Series B Preferred, which constitute 100% of the outstanding
Series B Preferred, were tendered by stockholders (including
shares subject to guaranteed delivery) and not withdrawn prior to
the expiration of the Offer.
As previously disclosed in connection with the Offer, all
outstanding shares of Common Stock, Series A Preferred and Series
B Preferred not tendered and purchased pursuant to the Offer will
be acquired in a subsequent second-step merger at the same price,
in cash, of $1.14 per share of Common Stock, $25.20 per share of
Series A Preferred and $41.09 per share of Series B Preferred.
Sola currently expects to consummate the second-step merger
shortly.
Sola International Inc. designs, manufactures and distributes a
broad range of eyeglass lenses, primarily focusing on the faster
growing plastic lens segment of the global lens market. The
Company has manufacturing operations in ten countries and employs
5,800 people worldwide.
For further information, please contact: John Heine, President
and CEO, 415-324-6868.
