SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 3 - FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OPTEK TECHNOLOGY, INC.
(NAME OF SUBJECT COMPANY)
DKM ACQUISITION CORP.
THE DYSON-KISSNER-MORAN CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
683815 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
__________________
JOHN FITZSIMONS, ESQ.
THE DYSON-KISSNER-MORAN CORPORATION
565 FIFTH AVENUE, 4TH FLOOR
NEW YORK, NY 10017
TELEPHONE: (212) 885-1600
FACSIMILE: (212) 986-2268
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
STEPHEN M. BANKER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $218,606,579 AMOUNT OF FILING FEE $43,722
* Estimated for purposes of calculating the amount of the filing fee
only. The filing fee calculation assumes the purchase of 8,572,807
shares of common stock, $0.01 par value per share(the "Shares"), of
Optek Technology, Inc. at a price of $25.50 per Share in cash, without
interest. The filing fee calculation is based on the 7,642,773 Shares
outstanding as of May 12, 1999 and assumes the issuance prior to the
consummation of the Offer (as defined herein) of 930,034 Shares upon
the exercise of outstanding options. The amount of the filing fee
calculated in accordance with Regulation 240.0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
(X) Check box if any part of the fee is offset as provided by 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.
Amount Previously Paid: $43,722.
Form or Registration No.: Schedule 14D-1.
Filing Party: The Dyson-Kissner-Moran Corporation and DKM Acquisition
Corp.
Date Filed: May 18, 1999.
TENDER OFFER
This Amendment No. 3 (Final Amendment) amends and supplements the
Tender Offer Statement on Schedule 14D-1 filed on May 18, 1999 (as amended
and supplemented the "Statement") relating to the offer by DKM Acquisition
Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary
of The Dyson-Kissner-Moran Corporation, a Delaware corporation ("Parent"),
to purchase all of the outstanding shares of common stock, par value $0.01
per share (the "Shares"), of Optek Technology, Inc., a Delaware corporation
(the "Company"), at $25.50 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 18, 1999 and in the related Letter of
Transmittal. Unless otherwise indicated, the capitalized terms used
herein shall have the meanings specified in the Statement, including the
Offer to Purchase filed as Exhibit (a)(1) thereto.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended to add the following:
On June 21, 1999 (the "Effective Time"), pursuant to the Merger
Agreement (as defined in the Offer to Purchase), the merger of Purchaser
with and into the Company was consummated, with the Company as the
surviving corporation, and the separate corporate existence of Purchaser
thereupon ceased. As a result of the Merger (as defined in the Offer to
Purchase), as of the Effective Time, each outstanding Share, other than
Shares held by (i) the Company or any of its subsidiaries, (ii) Parent or
any of its subsidiaries including Purchaser and (iii) Dissenting Shares
(as defined in the Merger Agreement), was automatically converted into the
right to receive $25.50 per share in cash.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by incorporating by
reference therein the press release issued by Parent on June 21, 1999, a
copy of which is filed as Exhibit (a)(12) to the Schedule 14D-1.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(12) Press release of Parent dated June 21, 1999.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 21, 1999
DKM Acquisition Corp.
BY: /s/ Robert D. Farley
--------------------------
Name: Robert D. Farley
Title: Vice President
The Dyson-Kissner-Moran Corporation
BY: /s/ Robert D. Farley
------------------------------
Name: Robert D. Farley
Title: Vice President
INDEX TO EXHIBITS
Sequential
Exhibit Page No.
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(a)(12) -- Press Release of Parent dated June 21, 1999.
Exhibit (a)(12)
FOR IMMEDIATE RELEASE:
Contact:
Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
John FitzSimons
The Dyson-Kissner-Moran Corporation
(212) 885-1626
THE DYSON-KISSNER-MORAN CORPORATION ANNOUNCES CONSUMMATION
OF SECOND STEP MERGER WITH OPTEK TECHNOLOGY, INC.
NEW YORK, June 21, 1999 -- The Dyson-Kissner-Moran Corporation
announced today, pursuant to an Agreement and Plan of Merger, dated as of
May 12, 1999, by and among The Dyson-Kissner-Moran Corporation, its wholly
owned subsidiary DKM Acquisition Corp. and Optek Technology, Inc. (NASDAQ:
OPTT), that DKM Acquisition Corp. has merged with and into Optek
Technology, Inc., resulting in Optek becoming a wholly owned subsidiary of
The Dyson-Kissner-Moran Corporation.
The Dyson-Kissner-Moran Corporation also announced that, as a result
of the merger, any outstanding shares of Optek common stock not accepted
for payment in connection with its tender offer for the outstanding shares
of Optek (other than shares for which appraisal is sought under applicable
provisions of Delaware law) would be converted into the right to receive
the same $25.50 per share price paid in the tender offer, in cash, upon
presentation to The Bank of New York, the Paying Agent for the tender
offer, of appropriate documentation by the holder of any such Optek shares.
Within the next few days, The Bank of New York will mail to non-tendering
stockholders the materials to be used to exchange Optek Technology, Inc.
stock certificates for such payment.
The Dyson-Kissner-Moran Corporation is a privately owned holding
company with annual revenues approaching $700 million.
Optek Technology, Inc. is a leading manufacturer of custom
optoelectronic, magnetic and fiber optic sensor products. Optek provides
components worldwide for manufacturers of office and computer equipment,
automobiles, industrial equipment, aerospace and defense applications,
medical equipment and communications equipment. Additional information can
be accessed on the Internet at http://www.optekinc.com.
