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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Amendment No. 2
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act)
PDK Labs, Inc.
(Name of Issuer)
Karine Hollander
Raveendra Nandigam
Reginald Spinello
PDK Acquisition Corporation
PDK Labs, Inc.
PDK Acquisition Corp.
(Name of Person(s) Filing Statement)
Common Stock, $.01 per share
Preferred Stock, $.01 per share
(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
$ 9,094,063 $1,818.81
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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.
Form or registration no.: 14D-1 Date filed: August 4, 2000
This Amendment No. 2 to Schedule 13E-3 (the "Amendment No. 2") relates to
a Schedule 13E-3 (the "Original Statement") dated August 4, 2000, relating to
the Agreement and Plan of Merger, dated as of August 3, 2000 (the "Merger
Agreement"), 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 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 acquired for $5.00 per share, and $8.00 per share,
respectively, net to the seller in cash.
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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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The terms and conditions of the Merger Agreement are described in the
Preliminary Proxy Statement of the Company, as amended by the First Amended
Proxy Statement of the Company, dated September __, 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), the first Amended Proxy Statement is filed with this
Amendment No. 2 as Exhibit a(5) and a copy of the Merger Agreement is attached
as Exhibit A to the Proxy Statement.
Item 1. Summary Term Sheet
The information set forth on the Cover Page of the Proxy Statement and
under the Section of the Proxy Statement entitled "Summary Term Sheet" is
incorporated herein by reference.
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 446,466
shares of Preferred Stock outstanding. On September 15, 2000, 20,000 shares of
Common Stock were surrendered to the Company, leaving 2,300,007 shares
outstanding. On September 15, 2000, the Company repurchased 202,900 shares of
Preferred Stock, leaving 244,566 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 Statement 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 Statement, 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 Statement,
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") and the Company. The information concerning the name, state or
other place of organization, principal business and address of the principal
office of Purchaser
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and the Company, 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 of each of the executive officers and
directors of Purchaser and of the Company are set forth in "Information
Regarding PDK-Information Regarding PDK Acquisition and the Management Employee
Group and Directors and Executive Officers", "Information Regarding PDK-
Directors and Executive Officers" and "Information Regarding PDK-Stock
Ownership" of the Proxy Statement and are incorporated herein by reference.
(e) and (f) During the last five years, neither Purchaser, the Company,
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 Statement 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 Statement 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 Statement 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
Statement is incorporated herein by reference.
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Item 8. Fairness of the Transaction.
(a) Purchaser, the Company and the Continuing Shareholders reasonably
believe that the Rule 13e-3 transaction is fair to unaffiliated shareholders.
(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 Statement is incorporated herein by reference. Purchaser, the
Company 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 to the Original Statement.
(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 Statement 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 Statement 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 Statement is incorporated herein
by reference.
Item 11. Interest in the Securities of the Subject Company.
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The information set forth in the Introduction and in "Special
Factors - Background of the Merger" of the Proxy Statement is incorporated
herein by reference. Purchaser and the Continuing Shareholders own,
collectively, 872,500 shares of Common Stock, constituting approximately 38% of
that class. Reginald Spinello has the right to vote 100,000 additional shares of
Common Stock; giving the group the right to vote approximately 42% of that
class. Purchaser owns no Preferred Stock of the Company.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
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 Statement 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"
of the Proxy Statement is incorporated herein by reference.
Item 13. Financial Statements.
The information set forth in "The Special Factors - Projections" of the
Proxy Statement, 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
quarter ended 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 Statement 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
Statement 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) 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.
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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 ___, 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 ___, 2000.
* Previously filed
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