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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
(Amendment No. 1)
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NEOLENS, INC.
(Name of Subject Company)
NEOLENS, INC.
(Name of person(s) filing statement)
COMMON STOCK, PAR VALUE .001 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE
SERIES B CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE
(Title of classes of securities)
640903308
(CUSIP number of class of securities)
Philip G. Heinemann
Vice President and Chief Financial Officer
Neolens, Inc.
18963 N.E. 4th Court
Miami, FL 33179
(305) 651-0003
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
WITH A COPY TO:
Arnold R. Westerman
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5399
(202) 857-6000
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Neolens, Inc. hereby amends its Solicitation/Recommendation Statement on
Schedule 14D-9 filed on June 5, 1996 with respect to the tender offer by Sola
Acquisition Corp.
Item 9. Materials to be filed as Exhibits.
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The response to Item 9 is amended by substituting the following for the
existing exhibit no. 3.
3. Opinion of Furman Selz LLC, as revised. **
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** Copy attached hereto.
SIGNATURE
After reasonable 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.
NEOLENS, INC.
By: /s/ Jon E. Haglund
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Name: Jon E. Haglund
Chairman and Chief Executive Officer
Dated: June 26, 1996
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Exhibit 3
[Furman Selz LLC Letterhead]
June 5, 1996
Board of Directors
Neolens, Inc.
18963 N.E. Fourth Court
Miami, Florida 33179
Gentlemen:
We understand that Sola International, Inc. ("Sola") and Neolens, Inc. (the
"Company") have entered into an Agreement and Plan of Merger, dated as of May
28, 1996 (the "Merger Agreement"). The total consideration to be paid in cash
to the common stockholders and the holders of Series A and B preferred stock of
the Company, after the repayment of indebtedness, payment of the employee
severance expenses, and the purchase of various other of its equity securities,
will be $1.14 per common share, $25.20 per Series A preferred share and $41.09
per Series B preferred share (the "Proposed Transaction"). The terms and
conditions of the Proposed Transaction are set forth in more detail in the
Merger Agreement.
You have requested our opinion, as investment bankers, as to the fairness,
from a financial point of view, to the holders of the common stock and the
Series A and B preferred stock of the Company, of the consideration to be paid
by Sola in the Proposed Transaction.
The Company is aware that Furman Selz has from time to time provided
investment banking services to AEA Investors, Inc. ("AEA") and its portfolio
companies. Currently AEA owns less than 3% of the common stock of Sola. Prior
to the March 1995 Sola initial public offering, AEA and its senior management
owned all of the voting common stock of Sola's former corporate parent.
In conducting our analysis and arriving at our opinion as expressed herein,
we have reviewed and analyzed, among other things, the following:
(i) The Agreement and Plan of Merger dated May 28, 1996;
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Neolens, Inc.
June 5, 1996
Page 2
(ii) The Company's financial and operating information for the three year
period ended October 31, 1995 as well as certain interim financial and
operating information;
(iii) Financial and operating information with respect to the business,
operations and prospects of the Company furnished to us by the
management of the Company;
(iv) The terms of certain outstanding warrants, preferred stock, stock
option plans and other equity related instruments;
(v) A comparison of the financial positions and operating results of the
Company with those of publicly traded companies that Furman Selz
deemed relevant; and
(vi) A comparison of certain financial terms of the Proposed Transaction to
certain financial terms of selected business combinations that Furman
Selz deemed relevant.
We have also met with certain officers and employees of the Company
concerning its business and operations, assets, present condition and future
prospects and undertook such other studies, analyses and investigations as we
deemed appropriate.
In arriving at our opinion, we have visited but have not conducted a
physical inspection of certain properties and facilities of the Company, nor
have we made or obtained any independent evaluation or appraisal of such
properties and facilities. We have assumed and relied upon the accuracy and
completeness of the financial and other information used by us in arriving at
our opinion and have not attempted independently to verify such information. In
addition, we have assumed that the projections provided to Furman Selz by the
Company represent the best current judgment of the Company management as to the
future financial condition and results of operations of the Company, and have
assumed that the projections have been reasonably prepared based on such current
judgment. Our opinion is necessarily based upon conditions as they exist and
can be evaluated on the date hereof.
We were not asked to, and did not, participate in any negotiations with the
Company with respect to the Proposed Transaction or the structuring of the
Proposed Transaction, nor did we evaluate potential alternative transactions.
The management of the Company has instructed us to provide this opinion on that
basis.
It is understood that this letter is solely for the benefit and use of the
Board of Directors and the holders of the common stock and the Series A and B
preferred stock of the Company in their consideration of the Proposed
Transaction. This letter does not constitute a recommendation to any holder of
common stock or the Series A and B preferred stock of the
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Neolens, Inc.
June 5, 1996
Page 3
Company as to whether to tender their shares and accept the proposed
consideration. This letter may be included in its entirety in any proxy or
information statement, offer to purchase or Schedule 14D-9 or Schedule 13E-3
with respect to the Proposed Transaction, but it may not be reproduced,
summarized, excerpted from or otherwise referred to or made available to third
parties without our prior written consent, except as otherwise required by law.
Based upon and subject to the foregoing, it is our opinion as investment
bankers that, as of the date hereof, the consideration to be paid by Sola in the
Proposed Transaction is fair, from a financial point of view, to the holders of
the common stock, and the Series A and B preferred stock of the Company.
Very truly yours,
FURMAN SELZ LLC
