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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
Amendment No. 2
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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)
86627E 10 1
(CUSIP Number of Class 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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June 25, 2000
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[ ] 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
Rule 14d-1. to Rule 13e-4.
[ ] going private transaction subject to [ ] amendment to Schedule 13D
Rule 13e-3. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
<PAGE>
Alcon Acquisition Corp., a Massachusetts corporation (the
"Purchaser"), and Alcon Holdings Inc., a Delaware corporation ("Parent"),
hereby amend and supplement their Tender Offer Statement on Schedule TO
(the "Statement"), originally filed on June 5, 2000, with respect to the
Purchaser's offer to purchase all the outstanding shares of Common Stock,
par value $0.01 per share, of Summit Autonomous Inc., a Massachusetts
corporation (the "Company"), together with the associated rights to
purchase Series A Preferred Stock, par value $0.01 per share, issued
pursuant to the Rights Agreement dated as of March 28, 2000 between the
Company and Fleet National Bank. Capitalized terms used and not otherwise
defined herein have the meanings assigned thereto in the Statement.
Item 11. Additional Information.
On June 25, 2000, Parent issued a press release, a copy of which
is attached hereto as Exhibit (a)(1)(i) and is incorporated herein by
reference.
Item 12. Exhibits.
(a)(1)(i) Press release issued by Parent on June 25, 2000.
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
ALCON ACQUISITION CORP.
by /s/ Elaine E. Whitbeck
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Name: Elaine E. Whitbeck
Title: President
ALCON HOLDINGS INC.,
by /s/ Timothy R.G. Sear
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Name: Timothy R.G. Sear
Title: Chairman of the Board,
Chief Executive Officer
and President
Date: June 26, 2000
<PAGE>
Exhibit Index
Exhibit No. Exhibit Name
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(a)(1)(i) Press release issued by Parent on June 25, 2000.
<PAGE>
Exhibit (a)(1)(i)
Alcon
6201 South Freeway
Fort Worth, Texas 76134
Alcon Announces Expiration of Hart-Scott-Rodino
Waiting Period Relating to the Acquisition of
Summit Autonomous Inc.
Fort Worth, TX - June 25, 2000 - Alcon Holdings Inc. today announced
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 relating to Alcon's proposed acquisition of Summit Autonomous
Inc. has expired. The tender offer for all the outstanding shares of Summit
Autonomous common stock is currently scheduled to expire at midnight on
Friday, June 30, 2000.
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 its 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.
# # #
For
more information contact:
Mary Dulle
Director, Corporate Communications
Alcon
(817) 551-8058
[email protected]
