UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
------------------------
IMPACT SYSTEMS, INC.
(Name of Subject Company)
VOITH SULZER ACQUISITION CORP.
VOITH SULZER PAPER TECHNOLOGY
NORTH AMERICA INC.
J.M. VOITH A.G.
(Bidders)
------------------------
Common Stock, without par value
(Title of Class of Securities)
452913 10 6
(CUSIP Number of Class of Securities)
------------------------
Paul Bouthilet, Vice President, Treasurer and Secretary
Voith Sulzer Acquisition Corp.
c/o Voith Sulzer Paper Technology North America Inc.
2200 N. Roemer Road
Appleton, Wisconsin 54913
Telephone: (920) 731-7724
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
------------------------
Copy to:
Ralf R. Boer
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
January 8, 1998
<PAGE>
This Amendment No. 1 amends the joint Schedule 14D-1 Tender
Offer Statement and Schedule 13D Statement (hereinafter referred to as the
"Schedule 14D-1") relating to the offer by Voith Sulzer Acquisition Corp.,
a California corporation (the "Purchaser") and a wholly owned subsidiary
of Voith Sulzer Paper Technology North America Inc., a Delaware
corporation (the "Parent"), to purchase all outstanding shares of common
stock, without par value, of Impact Systems, Inc., a California
corporation (the "Company"), at a price of $2.75 per share net to the
seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated December 18, 1997
(the "Offer to Purchase"), and in the related Letter of Transmittal.
Parent is a subsidiary of J. M. Voith AG, a corporation organized under
the laws of the Federal Republic of Germany ("Voith").
ITEM 2. IDENTITY AND BACKGROUND.
The information set forth in Item 2 of the Schedule 14D-1 and
the sections of the Offer to Purchase set forth below are hereby amended
by:
1. Adding the following sentence to the end of the third
paragraph in Section 8 ("Certain Information Concerning the Purchaser,
Parent, Voith and Familiengesellschaft") of the Offer to Purchase.
"Parent is a 60.4%-owned subsidiary of Voith."
2. Revising the third sentence in the fourth paragraph of
Section 8 ("Certain Information Concerning the Purchaser, Parent, Voith
and Familiengesellschaft") of the Offer to Purchase to read in its
entirety as follows:
"Familiengesellschaft J.M. Voith GbR ("Familiengesellschaft") is
a family holding company which owns a 70% interest in Voith."
3. Revising the title of Schedule I of the Offer to Purchase
to read: "Directors And Executive Officers of Familiengesellschaft,
Voith, Parent and the Purchaser"; and revising the information set forth
under the caption "Voith" in Schedule I by footnoting the term "Corporate
Management Board" and adding a corresponding footnote to read as follows:
"Under German law, the Corporate Management Board defines and
controls the basic business policies of German corporations such as
Voith. The Corporate Management Board has the right and
responsibility to act on behalf of the entity and is similar to a
Board of Directors of United States based corporations."
4. Revising Schedule I of the Offer to Purchase to include the
following information:
Parent. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions,
offices or employment for the past five years of each director and
executive officer of Parent as of December 10, 1997. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers
to employment with Parent.
PRESENT PRINCIPAL OCCUPATION OR
NAME, BUSINESS ADDRESS AND EMPLOYMENT AND FIVE-YEAR EMPLOYMENT
CITIZENSHIP HISTORY
Hans Muller Director; Member of the Corporate
P.O. Box 1940 Management Board of Voith (since 1995);
D-89509 Heidenheim, Germany President of Voith Sulzer Papiertechnik
Citizenship: United States GmbH & Co. KG, Heidenheim, Germany
(since 1994); President Sulzer Escher
Wyss GmbH, Ravensburg, Germany (since
1971)
R. Raymond Hall, Jr. Director; Executive Vice President-
990 N. Main Street Service Division (since 1994); Member of
Monroe, Ohio 45050 the Board of Management and the Board of
Citizenship: United States Directors of various other Voith related
organizations (since 1994); President of
Voith Holdings Ltd. and TriStar
Industries Ltd., Vancouver, British
Columbia (through October 1997)
Otto L. Heissenberger Director; Senior Vice President (since
990 N. Main Street 1994); Senior Vice President of Voith
Monroe, Ohio 45050 Sulzer Papiertechnik GmbH & Co. KG,
Citizenship: Austria Heidenheim, Germany (since 1992)
Dr. Hermann Jung Director; Chief Financial Officer of
P.O. Box 1970 Voith Sulzer Papiertechnik GmbH & Co.
D-89509, Heidenheim, Germany KG, Heidenheim, Germany (since 1994);
Citizenship: Federal Republic Vice President and Controller of Voith
of Germany (through September 1994)
Dr. Dieter Kurth Director; Executive Vice President
Birkschenweg 5 Finishing Division (since 1994); Member
47803 Krefeld, Germany of Board of Management (since 1994);
Citizenship: Federal Republic Chief Executive Officer of Sulzer
of Germany Papertec Krefeld GmbH & Co. KG, Krefeld,
Germany (until 1994)
Dr. Lothar Pfalzer Director; Executive Vice President Stock
Escher Wyss Str. 25 Preparation Division (since 1994);
D-88212 Ravensburg, Germany Member of Board of Management of Voith
Citizenship: Federal Republic Sulzer Stoffaufbereitung GmbH & Co. KG,
of Germany Heidenheim, Germany (since 1994); Sales
Manager of Voith (through September
1994)
Dr. Hans Peter Sollinger Director; Executive Vice President
St. Poltner N 43 Graphic Division (since 1994); Vice
D-89522 Heidenheim, Germany President of Voith Sulzer Papiertechnik
Citizenship: Federal Republic GmbH & Co. KG (through January 1994)
of Germany
Werner E. Kade President (since 1989)
2200 N. Roemer Road
Appleton, Wisconsin 54913
Citizenship: Federal Republic
of Germany
Frederick R. (Ted) Armstrong Vice President Paper Machines (since
P. O. Box 509 1997); Vice President Sales (since
Middleton, Ohio 45042 1996); Sales Manager (through February
Citizenship: United States 1996)
Paul Bouthilet Chief Financial Officer (since October
2200 N. Roemer Road 1997); Vice President Finance (through
Appleton, Wisconsin 54913 October 1997)
Citizenship: United States
Werner Witek Senior Vice President of Stock
2200 N. Roemer Road Preparation Division for North America
Appleton, Wisconsin 54913 (since 1994); Vice President of Stock
Citizenship: Austria Preparation for USA/Canada (since 1989)
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY.
The information set forth in Item 3 of the Schedule 14D-1 and
Section 7 ("Certain Information Concerning the Company") of the Offer to
Purchase is hereby amended by deleting the last sentence of the paragraph
immediately following the summary of projected income statement titled
"Impact Systems, Inc. Summary Business Plan 1998 to 2000" under the
caption "Projected Financial Information" in Section 7 and adding in lieu
thereof the following:
"THE COMPANY DOES NOT AS A MATTER OF COURSE MAKE PUBLIC ANY
PROJECTIONS AS TO FUTURE PERFORMANCE OR EARNINGS. THE COMPANY HAS
ADVISED PARENT AND THE PURCHASER THAT ITS INTERNAL FINANCIAL
FORECASTS (UPON WHICH THE PROJECTIONS PROVIDED TO PARENT AND THE
PURCHASER WERE BASED IN PART) ARE, IN GENERAL, PREPARED SOLELY FOR
INTERNAL USE IN CAPITAL BUDGETING AND OTHER MANAGEMENT DECISIONS, AND
ARE SUBJECTIVE IN MANY RESPECTS AND THUS SUSCEPTIBLE TO
INTERPRETATION AND PERIODIC REVISION BASED ON ACTUAL EXPERIENCE AND
BUSINESS DEVELOPMENT. BECAUSE THE ESTIMATES AND ASSUMPTIONS
UNDERLYING THE PROJECTIONS ARE INHERENTLY SUBJECT TO SIGNIFICANT
ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES WHICH ARE
DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND ARE BEYOND THE
COMPANY'S, THE PURCHASER'S AND PARENT'S CONTROL, THERE CAN BE NO
ASSURANCE THAT THE PROJECTIONS WILL BE REALIZED. ACCORDINGLY, IT IS
EXPECTED THAT THERE WILL BE DIFFERENCES BETWEEN ACTUAL AND PROJECTED
RESULTS, AND ACTUAL RESULTS MAY BE MATERIALLY HIGHER OR LOWER THAN
THOSE PROJECTED."
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Item 9 of the Schedule 14D-1 and
Section 8 ("Certain Information Concerning the Purchaser, Parent, Voith
and Familiengesellschaft") of the Offer to Purchase is hereby amended by:
(a) adding the following sentence immediately after the fourth sentence of
the fifth paragraph of Section 8, "Voith does not nor is it otherwise
required to audit its financial statements in accordance with generally
accepted accounting principles in the United States and, therefore, such
audited statements are neither currently available nor, in the judgment of
management of Voith, obtainable without unreasonable cost or expense.";
and (b) revising Section 8 to include the following information
immediately after the table titled "J.M. Voith AG Selected Consolidated
Financial Information":
"The following represents, in the opinion of management of
Voith, the significant differences between generally accepted
accounting principles in the United States and German GAAP that would
affect the financial data of Voith for the periods for which the
selected consolidated financial information has been presented
herein.
Revenue Recognition. Under generally accepted accounting
principles in the United States, Voith would have equivalent sales,
in thousands of DM, for the respective fiscal years ending September
30, 1996 and 1995 of DM 3,395,434 and DM 3,104,657. For purposes of
German GAAP, Voith recognizes revenues on a Completed Contract basis
whereas under generally accepted accounting principles in the United
States, the same revenue would generally be recognized on a
Percentage of Completion basis, in accordance with ARB 45, Long Term
Construction Type Contracts.
Deferred Taxes. Under German GAAP, deferred taxes are
calculated based on the liability method but are recognized only to
the extent that consolidated deferred tax liabilities exceed
consolidated deferred tax assets. Additionally, deferred tax assets
may not be established for net operating loss carryforwards.
Under generally accepted accounting principles in the United
States, deferred taxes are provided for all temporary differences
between the tax and commercial balance sheets. Not all these
differences that qualify for deferred tax calculation are permissible
under German GAAP. Under generally accepted accounting principles in
the United States, deferred taxes are also calculated for tax loss
carryforwards and certain other adjustments using the liability
method and based on enacted tax rates. A valuation allowance is
established when it is more likely than not that deferred tax assets
will not be realized."
* * * *
In addition to the foregoing amendments to the Schedule 14D-1
and the Offer to Purchase, the Offer to Purchase is hereby further amended
by revising the first and second sentences of the first paragraph in
Section 4 ("Acceptance For Payment And Payment") of the Offer to Purchase
to read in their entirety as follows:
"Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), the Purchaser will
accept for payment and will pay for all Shares validly tendered prior
to the Expiration Date and not properly withdrawn promptly after the
latest to occur of (i) the Expiration Date or (ii) the expiration of
all applicable waiting periods under the HSR Act and the satisfaction
of conditions under any other applicable Antitrust Laws. All
questions as to the satisfaction of such terms and conditions will be
determined by the Purchaser, in its sole reasonable discretion, whose
determination will be final and binding on all parties."
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: January 7, 1998
VOITH SULZER ACQUISITION CORP.
By: /s/ Paul Bouthilet
Title: Vice President, Treasurer and
Secretary
VOITH SULZER PAPER TECHNOLOGY NORTH
AMERICA INC.
By: /s/ Paul Bouthilet
Title: Chief Financial Officer and Secretary
J.M. VOITH A.G.
By: /s/ Hans Muller
Title: Member of Corporate Management Board
