SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)
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. 1 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 10. ADDITIONAL INFORMATION.
On June 7, 1999, Parent issued a press release announcing that the
waiting period under the Hart-Scott- Rodino Antitrust Improvements Act of
1976 relating to the Offer had expired and that the consummation of the
Offer would not be delayed by the Mexican Federal Law of Economic
Competition. The full text of the press release is attached hereto as
Exhibit (a)(10).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(10) Press Release of Parent dated June 7, 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 7, 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
Exhibit Sequential
Page No.
(a)(10) -- Press Release of Parent dated June 7, 1999.
Exhibit (a)(10)
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
EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
REGARDING PENDING ACQUISITION OF OPTEK TECHNOLOGY, INC.
NEW YORK, June 7, 1999 -- The Dyson-Kissner-Moran Corporation announced
today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act applicable to the pending acquisition of Optek Technology,
Inc. [NASDAQ: OPTT] expired on Saturday, June 5, 1999 at 11:59 p.m.
The Dyson-Kissner-Moran Corporation, its wholly owned subsidiary DKM
Acquisition Corp., and Optek Technology, Inc. executed a definitive merger
agreement on May 12, 1999, pursuant to which DKM Acquisition Corp.
commenced, on May 18, 1999, a cash tender offer to purchase all of the
outstanding shares of Optek Technology, Inc. at a price of $25.50 per
share. The offer is conditioned upon, among other things, the tender of a
majority of the shares outstanding on a fully diluted basis and the
expiration or earlier termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The offer and
withdrawal rights are scheduled to expire at 12:00 midnight, New York City
time, on Tuesday, June 15, 1999, unless the offer is extended. In that
regard, The Dyson-Kissner-Moran Corporation also announced today that such
expiration will not be delayed by the Mexican Federal Law of Economic
Competition.
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.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only through the Offer
to Purchase and the related Letter of Transmittal which were distributed to
stockholders on or about May 18, 1999. Additional copies of such documents
can be obtained by contacting Bear, Stearns & Co. Inc., which is acting as
the Dealer Manager in connection with the offer, at (888) 511-5800 or
MacKenzie Partners, Inc., which is acting as the Information Agent in
connection with the offer, at (800) 322-2885.
