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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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SUMMIT AUTONOMOUS INC.
(formerly known as Summit Technology, Inc.)
(Name of Subject Company (Issuer))
ALCON ACQUISITION CORP.
ALCON HOLDINGS INC.
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
(including the associated Series A Preferred Stock Purchase Rights)
(Title of Class of Securities)
86627E101
(CUSIP Numbers of Classes of Securities)
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Elaine E. Whitbeck, Esq.
ALCON HOLDINGS INC.
6201 South Freeway
Fort Worth, Texas 76134-2099
(817) 551-8693
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Alan C. Stephenson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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May 26, 2000
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[ X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes
below to designate any transactions to which the statement relates:
[X] third-party tender offer subject to [ ] issuer tender-offer subject to
Rule 14d-1. Rule 13e-4.
[ ] going private transaction subject to [ ] amendment to Schedule 13 D under
Rule 13e-3. Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
Exhibit 99. Press Release
ALCON OF FORT WORTH, TEXAS PLANS TO ACQUIRE SUMMIT AUTONOMOUS OF WALTHAM,
MASSACHUSETTS FOR $19.00 PER SHARE
Fort Worth, TX and Waltham, MA-May 26, 2000 - Alcon, a global leader in the
research, development, manufacture and marketing of ophthalmic products, and
Summit Autonomous Inc. (Nasdaq: BEAM), a leading developer, manufacturer and
marketer of ophthalmic laser systems designed to correct common vision
disorders, today announced that they have entered into a definitive agreement
under which Alcon will acquire Summit Autonomous for $19.00 per share in cash.
Pursuant to the agreement, Alcon will begin a tender offer for all outstanding
shares of Summit Autonomous for $19.00 per share. Alcon expects to commence
the offer by June 5, 2000. Any shares not purchased in the offer will be
acquired for the same price in cash in a second-step merger. The merger
agreement has been unanimously approved by the boards of directors of Alcon
and Summit Autonomous. The offer and the merger are conditioned upon, among
other things, normal regulatory approval.
"Alcon has long been committed to entering the strategically critical
refractive surgical market," said Tim Sear, Alcon's President and Chief
Executive Officer. "Our comprehensive global technological review, and, above
all, the advice of top refractive surgeons, led us to the firm conviction that
Summit Autonomous is the clear technological leader in the refractive field. I
am confident that the combination of Alcon's powerful, worldwide surgical
sales and marketing organization with the highly skilled Summit Autonomous
team will be in the best interest of both surgeons and patients."
Robert J. Palmisano, Chief Executive Officer of Summit Autonomous Inc. added,
"It is a tribute to everyone in the Summit Autonomous family that such a well
respected organization as Alcon has decided to purchase our Company. I believe
these two companies will combine into a powerhouse organization that will
deliver leading edge products to customers around the world."
Alcon is the global leader in the research, development, manufacture and
marketing of ophthalmic products, including surgical instruments and accessory
products, intraocular lenses, prescription drugs and contact lens care
solutions. Alcon is a subsidiary of Nestle SA. Founded in Fort Worth, Texas in
1947, Alcon now employs more than 10,000 individuals around the world. Total
sales for 1999 were $2.4 billion, with activity in more than 170 markets. One
of the cornerstones of Alcon's success is the Company's commitment to Research
and Development. Housed at the Company's headquarters in Fort Worth is the
400,000 square-foot William C. Conner Research Center, the largest and most
sophisticated eye research center in the world. Over the next five years,
Alcon plans to spend more than $1 billion on eye-related research, more than
any entity outside of the National Eye Institute.
Founded in 1985, Summit Autonomous Inc. is a leading developer, manufacturer
and marketer of ophthalmic laser systems and related products designed to
correct common vision disorders such as nearsightedness, farsightedness and
astigmatism. The Company has approximately 440 employees. In 1995, Summit
Autonomous was the first excimer laser company to receive FDA approval for its
excimer laser system for the correction of mild to moderate myopia in the U.S.
and in 1999 became the first commercial excimer laser manufacturer to receive
FDA approval for the popular LASIK procedure. The Company's next generation
LADARVision system is the only FDA approved laser system to combine laser
radar eye tracking with narrow beam shaping technology during surgery.
Cautionary Statement under "Safe harbor" Provisions of the Private Securities
Litigation Reform Act of 1995: Statements made in this news release contain
information about the Company's future business prospects. These statements
may be considered "forward looking". These statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in or implied by such forward looking statements. Among these risks
and uncertainties are: competition from other manufacturers and vision
correction technologies, delays in obtaining regulatory approvals, challenges
to patents owned and licensed by the Company affecting per procedure revenues,
adverse litigation results, difficulties in commercializing the LADARVision
system and dependence on sole source suppliers.
For additional information and risks associated with the Company's business
prospects and future operating results, please refer to Summit's public
filings with the Securities and Exchange Commission.
For more information contact:
Kate Sturgis Burnham Mary Dulle
Vice President, Investor Relations Communications
& Corporate Communications Alcon
Director, Corporate (817) 551-8058
Summit Autonomous [email protected]
(781) 672-0517
877-BEAM-333
[email protected]
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