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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(Amendment No. 2)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
CEM CORPORATION
(Name of the Issuer)
CEM CORPORATION
MICHAEL J. COLLINS
MJC ACQUISITION CORPORATION
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
125165100
(CUSIP Number of Class of Securities)
MICHAEL J. COLLINS
MJC Acquisition Corporation
3100 Smith Farm Road
P.O. Box 200
Matthews, North Carolina 28106
(704) 821-7015
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
WITH COPIES TO:
STEPHEN M. LYNCH ROY L. SMART, III
Robinson, Bradshaw & Hinson, P.A. Parker, Poe, Adams & Bernstein LLP
101 North Tryon Street, Suite 1900 201 South College Street, Suite 2500
Charlotte, North Carolina 28246 Charlotte, North Carolina 28244
(704) 377-8355 (704) 372-9000
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
Amount of
Transaction Value* Filing Fee
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$29,158,024 $5,832
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* For purposes of calculating the fee only. Assumes purchase of 2,580,285
shares of Common Stock, par value $.05 per share, of CEM Corporation at
$11.15 per share and payment of $387,846 for in-the-money unexercised
options to purchase Common Stock of CEM Corporation.
Check the box if any of the fee is offset as provided by Exchange Act
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.
[X]
Amount previously paid: $5,824
Form or registration no.: Preliminary Proxy Statement on Schedule 14A
Filing party: CEM Corporation
Date filed: February 24, 2000
Amount previously paid: $8
Form or registration no.: Preliminary Proxy Statement on Schedule 14A
Filing party: CEM Corporation
Date filed: April 21, 2000
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This Rule 13e-3 Transaction Statement (the "Statement") is being filed
in connection with the filing by CEM Corporation ("CEM") with the Securities and
Exchange Commission (the "Commission") on February 24, 2000 of a preliminary
Proxy Statement on Schedule 14A (the "Proxy Statement") in connection with a
special meeting of CEM's shareholders. At such meeting, CEM's shareholders will
be asked to vote to adopt and approve an Agreement and Plan of Merger dated as
of December 29, 1999 (the "Merger Agreement") by and between CEM, MJC
Acquisition Corporation, a North Carolina corporation ("MJC Acquisition"), and
Michael J. Collins. Under the Merger Agreement, MJC Acquisition will be merged
with and into CEM and CEM will be the surviving corporation Mr. Collins, the
Chief Executive Officer, President and a director of CEM, currently owns all of
the outstanding shares of MJC Acquisition. As a result of the merger, Mr.
Collins will own all of the outstanding shares of CEM and CEM's shareholders
will be entitled to receive $11.15 per share in cash for their shares of CEM
common stock.
The information in the Proxy Statement, including all appendices
thereto, is hereby expressly incorporated herein by reference and contains all
information required in response to the items of this Statement, except that it
does not include all of the exhibits listed below. The Proxy Statement will be
completed and, if appropriate, amended prior to the time it is first sent or
given to CEM's shareholders. This Statement will be amended to reflect such
completion or amendment of the Proxy Statement.
ITEM 16. EXHIBITS.
(a)(1) Preliminary copy of Letter to Shareholders, incorporated by
reference to Schedule 14A filed by CEM Corporation on April
21, 2000.
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders,
incorporated by reference to Schedule 14A filed by CEM
Corporation on April 21, 2000.
(a)(3) Preliminary Proxy Statement, incorporated by reference to
Schedule 14A filed by CEM Corporation on April 21, 2000.
(a)(4) Form of Proxy, incorporated by reference to Schedule 14A filed
by CEM Corporation on April 21, 2000.
(a)(5)* Press Release issued by CEM dated December 29, 1999.
(b) Commitment letter agreement dated April 20, 2000 by and
between Michael J. Collins and Banc of America Commercial
Finance Corporation, incorporated by reference to Exhibit 1 to
Amendment No. 3 to Schedule 13D/A of Michael J. Collins with
respect to the common stock of CEM Corporation filed on April
21, 2000.
(c)(1) Opinion of Brookwood Associates, Inc. dated December 29, 1999
(included as Appendix B to the preliminary Proxy Statement,
which is filed herewith as Exhibit (a)(3)).
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(c)(2)* Financial analysis materials prepared by Brookwood Associates,
Inc. in connection with its presentation to the special
committee of CEM's board of directors on October 29, 1999,
portions of which were subsequently provided to one other
member of the board of directors.
(c)(3)* Financial analysis presentation materials prepared by Wachovia
Securities, Inc. in connection with providing its valuation
analysis to Michael J. Collins on September 30, 1999.
(d) Agreement and Plan of Merger dated as of December 29, 1999
among CEM Corporation, MJC Acquisition Corporation and Michael
J. Collins (included as Appendix A to the preliminary Proxy
Statement, which is filed herewith as Exhibit (a)(3)).
(f) Not applicable.
(g) Not applicable.
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* Previously filed as an exhibit to the Schedule 13E-3 filed by CEM and Michael
J. Collins on February 24, 2000, and incorporated by reference herein.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 21, 2000.
CEM CORPORATION
By: /s/ Richard N. Decker
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Name: Richard N. Decker
Title: Secretary
/s/ Michael J. Collins
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Michael J. Collins
MJC ACQUISITION CORPORATION
By: /s/ Michael J. Collins
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Name: Michael J. Collins
Title: President
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