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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Amendment No. 3
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 Corporation
PDK Labs, Inc.
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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
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(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
$ 9,206,103 $1,841.22
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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: $2,363.46 Filing party: PDK Labs Inc.
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Form or registration no.: 14D-1 Date filed: August 4, 2000
This Amendment No. 3 to Schedule 13E-3 (the "Amendment No. 3") relates to
a Schedule 13E-3 (as amended on August 7, 2000 and September 19, 2000, the
"Original Statement"), dated August 4, 2000, relating to the Agreement and Plan
of Merger, dated as of August 3, 2000 (the "Merger Agreement"), as amended on
September 21, 2000, by and among PDK Acquisition Corporation, 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
the Company 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,
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(1) As of September 15, 2000, the Company has 2,300,007 shares of
Common Stock and 244,566 shares of Preferred Stock outstanding. 872,500 shares
of Common Stock are owned by the Purchaser or will be contributed to the
Purchaser in connection with the transaction described herein by the
stockholders of the Purchaser. Therefore, the fee is based on 1,427,507
multiplied by the merger price of $5.00 per share of Common Stock, plus 244,566
multiplied by the merger price of $8.00 per share of Preferred Stock.
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par value $.01 per share, of the Company (the "Preferred Stock") not owned by
the Purchaser will be acquired for $5.00 per share, and $8.00 per share,
respectively, net to the seller in cash.
The terms and conditions of the Merger Agreement are described in the
Preliminary Statement of the Company, as amended by the First Amended Proxy
Statement of the Company, dated September 25, 2000 (as amended, the "Proxy
Statement") which was filed with the Securities and Exchange Commission on
August 4, 2000. A copy of the Proxy Statement is filed with the Original
Statement as Exhibit a(2), and a copy of the Merger Agreement is attached as
Exhibit A to the Proxy Statement.
Item 6. Purposes of the Transaction and Plans or Proposals.
On November 8, 2000, the shareholders of the Company held a meeting
to consider the Merger. At the meeting, the holders of more than 70% of the
Common Stock voted in favor of the Merger. On November 8, 2000, a merger
certificate was filed with the secretary of state of New York and the Company
and the Purchaser were merged, with the Company as the surviving entity. All of
the holders of Common Stock and Preferred Stock were sent a Letter of
Transmittal, a copy of which is attached hereto as an exhibit, instructing them
on the procedures for receiving payment for their Common Stock or Preferred
Stock.
Item 11. Interest in the Securities of the Subject Company.
The information set forth in the Introduction and in "Special Factors
- Background of the Merger" of the Proxy Statement is incorporated herein by
reference. Following the Merger, the foregoing is amended as follows:
Name Shares Beneficially Owned Percentage of Class
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Reginald Spinello 850 85%
Karine Hollander 50 5%
Raveendra Nandigam 100 10%
Item 16. Material to be Filed as Exhibits.
(a)(1) 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) Letter of Transmittal, dated August 4, 2000.
(a)(4) Form of Opinion of JW Genesis Capital Markets, Inc.,
dated August 3, 2000.
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(a)(5) Form of First Amended Proxy Statement of PDK Labs Inc., pursuant
to Section 14(a) of the Securities Act of 1934, dated September 25, 2000.
(a)(6) Form of Letter of Transmittal, dated November 8, 2000.
Signature
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
PDK LABS INC.
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) 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.
* (a)(5) Form of First Amended Proxy Statement of PDK Labs Inc., pursuant
to Section 14(a) of the Securities Act of 1934, dated September 25, 2000.
(a)(6) Form of Letter of Transmittal, dated November 8, 2000.
* Previously filed
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