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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Amendment No. 1
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act)
PDK Labs Inc.
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(Name of Issuer)
Karine Hollander
Raveendra Nandigam
Reginald Spinello
PDK Acquisition Corp.
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(Name of Person(s) Filing Statement)
Common Stock, $.01 per share
Preferred Stock, $.01 per share
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(Title of Class of Securities)
Common Stock: 693293508
Preferred Stock: 693293300
(CUSIP Number of Class of Securities)
Robert H. Cohen, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
(212) 735-8680
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communication on Behalf of Person(s) Filing Statement)
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This statement is filed in connection with (check the appropriate box):
a. The filing of solicitation materials or in information statement subject to
Regulation 14A, Regulation 14C, or Rule 13E-3(c) under the Securities Exchange
Act of 1934. |X|
b. The filing of registration statement under the Securities Act of 1933.
c. A tender offer.
d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |X|
Calculation of Filing Fee
$ 11,817,263 $2,363.46
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Transaction Valuation (1) Amount of Filing Fee
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. |X|
Amount previously paid: $3,363.46 Filing party: PDK Labs Inc.
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Form or registration no.: 14D-1 Date filed: August 4, 2000
This Schedule 13E-3 (the "Statement") relates to the Agreement and Plan of
Merger, dated as of August 3, 2000 (the "Merger Agreement"), by and among PDK
Acquisition Corp, a New York corporation ("Purchaser") and PDK Labs Inc.,
a New York corporation (the "Company"), pursuant to which Purchaser will be
merged into the Company, with Purchaser being the surviving corporation. Subject
to the terms and conditions of the Merger Agreement, all of the outstanding
shares of common stock, par value $.01 per share, of the Company (the "Common
Stock"and preferred stock, par value $.01 per share, of the Company (the
"Preferred Stock") not owned by the Purchaser will be purchased at a price of
$5.00 per share, and $8.00 per share, respectively, net to the seller in cash.
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1 The Company has 2,320,007 shares of Common Stock and 447,466 shares
of Preferred Stock outstanding. 672,500 shares of Common Stock are owned by the
Purchaser. Therefore, the fee is based on 1,647,507 multiplied by the merger
price of $5.00 per share of Common Stock, plus 447,466 multiplied by the merger
price of $8.00 per share of Preferred Stock.
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The terms and conditions of the Merger Agreement are described in the
Preliminary Proxy Statement of the Company (the "Proxy Statement") being filed
with the Securities and Exchange Commission concurrently with the filing of this
Statement. A copy of the Proxy Statement is filed with this Statement as Exhibit
a(2), and a copy of the Merger Agreement is attached as Exhibit A to the Proxy
Statement.
Item 1. Summary Term Sheet
The information is provided to the security holders in a prospectus that
meets the requirements of Securities Act Rule 421(d).
Item 2. Subject Company Information
(a) The name of the subject company is PDK Labs Inc., a New York
corporation (the "Company"). The address of the Company's principal executive
offices is 145 Ricefield Lane, Hauppauge, New York 11788. The Company's
telephone number is (631) 273-2630.
(b) This transaction relates to shares of common stock, par value $.01 per
share and preferred stock, par value $.01 per share, of the Company. As of July
10, 2000, there were 2,320,007 shares of Common stock outstanding and 447,466
shares of Preferred stock outstanding.
(c) The information concerning the principal market in which the Shares
are traded and certain high and low sales prices for the Shares in such
principal market set forth in "Information Regarding PDK- Market Price of Common
Stock and Preferred Stock and Dividends" of the Proxy is incorporated herein by
reference.
(d) The information regarding the Company's dividend history and
restrictions is contained in "Information Regarding PDK- Market Price of Common
Stock and Preferred Stock and Dividends" of the Proxy, which is incorporated
herein by reference.
(e) The Company has not made an underwritten public offering for cash in
the last 3 years.
(f) The Company has not purchased any of its shares since the commencement
of its second full fiscal year preceding the date hereof, other than as listed
in "Information Regarding PDK- Recent Stock Purchases" of the Proxy, which is
incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a)-(c) This Statement is filed by Purchaser, as well as Reginald
Spinello, Karine Hollander and Raveendra Nandigam (the "Continuing
Shareholders"). The information concerning the name, state or other place of
organization, principal business and address of the principal office of
Purchaser, and the information concerning the name, business address, present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment or occupation
is conducted, material occupations, positions, offices or employments during the
last five years and citizenship
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of each of the executive officers and directors of Purchaser are set forth in
"Information Regarding PDK- Information Regarding PDK Acquisition and the
Management Employee Group and Directors and Executive Officers" of the Proxy and
are incorporated herein by reference.
(e) and (f) During the last five years, neither Purchaser nor to the best
knowledge of Purchaser, none of the Continuing Shareholders has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
Item 4. Terms of the Transaction.
(a), (d)-(f) The information contained in "Special Factors - Background of
the Merger" and "The Merger" of the Proxy is incorporated herein by reference.
(c) The terms of the 13E-3 transaction are the same for all shareholders
of the Company other than Purchaser.
Item 5. Past Contacts, Transactions or Negotiations and Agreements.
(a)-(c), (e) The information set forth in "Special Factors -
Background of the Merger," "Special Factors - Conflicts of Interest" and "The
Merger" of the Proxy is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b)-(c)(1)-(8) The information set forth in "Special Factors -
Conduct of PDK's Business After the Merger", "The Merger - Combination of
Corporations", "The Merger-Conversion of Securities", "Special Factors - Effects
of the Merger" and "The Merger" of the Proxy is incorporated herein by
reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
The information set forth in "Special Factors- Background of the Merger",
"Special Factors - Recommendation of the Special Committee and the Board of
Directors", "Special Factors - Purpose and Reasons of Management/Employee Group
for the Merger" and "Special Factors- Effects of the Merger" of the Proxy is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) Purchaser and the Continuing Shareholders reasonably believe that the
Rule 13e-3 transaction is fair to unaffiliated shareholders.
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(b) The information set forth in "Special Factors - Background of the
Merger", "Special Factors- Recommendation of the Special Committee and the Board
of Directors" and "Special Factors - Opinion of PDK's Financial Advisor" of the
Proxy is incorporated herein by reference. Purchaser and the Continuing
Shareholders place significant weight on the opinion of the Special Committee
and the report of JW Genesis Capital Markets, Inc., which is attached as an
exhibit hereto.
(c) The transaction is not structured to require the approval of a
majority of the unaffiliated shareholders.
(d) A majority of the independent directors who are not employees of the
issuer have retained an unaffiliated representative for the purposes of
preparing a report concerning the fairness of such transaction. The information
set forth in "Special Factors -Recommendation of the Special Committee and the
Board of Directors" of the Proxy is incorporated herein by reference.
(e) The transaction was approved by a majority of the directors of the
Company who are not employees of the Company.
(f) There have been no other offers.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a), (b) The information set forth in "Special Factors - Recommendation of
the Special Committee and the Board of Directors" and "Special Factors - Opinion
of PDK's Financial Advisor" of the Proxy is incorporated herein by reference.
(c) Any report referred to in Item 9(a) shall be made available for
inspection or copying at the principal executive office of the Company during
its regular business hours by any interested equity security holder of the
Company or his or her representative who has been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
The information set forth in "Financing of the Merger- Cash
Financing for the Merger", "Financing of the Merger - Financing Conditions" and
"The Merger- Fees and Expenses" of the Proxy is incorporated herein by
reference.
Item 11. Interest in the Securities of the Subject Company.
The information set forth in the Introduction and "Special Factors -
Background of the Merger" of the Proxy is incorporated herein by reference.
Purchaser owns 672,500 shares of Common Stock, constituting 29.0 % of that
class. Reginald Spinello has the right to vote 100,000 additional shares of
Common Stock; giving the group the right to vote 33.3% of that class. Purchaser
owns no Preferred Stock of the Company.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
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the Transaction.
(d) The information set forth in the Introduction - What vote is required
to approve the Merger and, "Special Factors - Background of the Merger" of the
Proxy is incorporated herein by reference.
(e) The information set forth in the "Special Factors - Positions of the
Management/Employee Group and PDK Acquisition as to the Fairness of the Merger"
is incorporated herein by reference.
Item 13. Financial Statements.
The information set forth in "Special Factors - Projections" of the
Proxy, the Company's Annual Report on form 10-K for the year ended November 30,
1999, the Company's Quarterly Reports on Form 10- Q for the quarters ended
February 29, 2000 and May 31, 2000, are incorporated herein by reference.
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in "Special Factors - Background of the Merger",
"Special Factors - Purpose and Reasons of the Proxy and the Merger", "Special
Factors - Opinion of PDK's Financial Advisor", "Special Factors - Conflicts of
Interest" and "The Merger - Fees and Expenses" of the Proxy is incorporated
herein by reference.
Item 15. Additional Information.
The information set forth in the Proxy is incorporated herein by
reference.
Item 16. Material to be Filed as Exhibits.
(a) (1) Form of Agreement and Plan of Merger between PDK Acquisition Corp.
and PDK Labs, Inc., dated as of August 3, 2000.
(a)(2) Form of Proxy Statement of PDK Labs Inc., pursuant to Section 14(a)
of the Securities Exchange Act of 1934, dated August 4, 2000.
(a) (3) Form of Letter of Transmittal, dated August 4, 2000.
(a) (4) Form of Opinion of JW Genesis Capital Markets, Inc., dated August
3, 2000.
Signature
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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.
PDK Acquisition Corp.
By: /s/ Reginald Spinello
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Name: Reginald Spinello
Title: President
/s/ Reginald Spinello
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Reginald Spinello
/s/ Karine Hollander
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Karine Hollander
/s/ Raveendra Nandigam
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Raveendra Nandigam
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Exhibit List
(a) (1) Form of Agreement and Plan of Merger between PDK Acquisition Corp.
and PDK Labs, Inc., dated as of August 3, 2000.
(a) (2) Form of Proxy Statement of PDK Labs Inc., pursuant to Section
14(a) of the Securities Exchange Act of 1934, dated August 4, 2000.
(a) (3) Shareholders Letter.
(a) (4) Form of Opinion of JW Genesis Capital Markets, Inc., dated August
3, 2000.
