SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14D-1
(AMENDMENT NO. 2)
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. 2 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 (the "Offer"). 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 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented to include the following
information:
The Offer expired at 12:00 midnight, New York City time, on June
15, 1999. Based on information provided by the Depositary, approximately
7,488,968 Shares or 98% of the outstanding Shares were validly tendered and
not withdrawn pursuant to the Offer (including 455,235 Shares tendered by
means of guaranteed delivery). Purchaser has accepted for payment, and has
notified the Depositary to promptly pay for the tendered and accepted
Shares, in accordance with the Offer. On June 16, 1999, Parent issued a
press release, a copy of which is attached hereto as exhibit (a)(11).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(11) Press release of Parent dated June 16, 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 16, 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.
------- ----------
(a)(11) Press Release of Parent dated June 16, 1999.
Exhibit (a)(11)
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 COMPLETES
TENDER OFFER FOR OPTEK TECHNOLOGY, INC.
NEW YORK, June 16, 1999 -- The Dyson-Kissner-Moran Corporation
announced today that it has successfully completed its cash tender offer to
purchase all of the outstanding shares of common stock of Optek Technology,
Inc. (NASDAQ: OPTT) at a price of $25.50 per share.
The Dyson-Kissner-Moran Corporation reported that a total of 7,488,968
shares of Optek common stock were tendered pursuant to the tender offer
(including 455,235 shares subject to guarantees of delivery), which expired
at 12:00 midnight, New York City time, on June 15, 1999, and that such
shares have been accepted for payment. After giving effect to the purchase
of the shares tendered, The Dyson-Kissner-Moran Corporation would
beneficially own approximately 98% of the outstanding Optek shares.
The tender offer will be followed by a merger of DKM Acquisition Corp.
with and into Optek Technology, Inc. Pursuant to such merger, those Optek
Technology, Inc. stockholders who did not tender their shares in the tender
offer and who do not seek appraisal of their shares pursuant to applicable
provisions of Delaware law will have their shares converted into the right
to receive the same $25.50 per share in cash payable pursuant to the
tender offer.
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.
