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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 (Final Amendment)
TO
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 2 -- FINAL AMENDMENT)
UNDER THE SECURITIES ACT OF
1934
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SAGE LABORATORIES, INC.
(Name of Subject Company)
FIL ACQUISITION CORP.
FILTRONIC PLC
(Bidders)
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COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
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786 650 101
(CUSIP Number of Class of Securities)
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PROFESSOR DAVID RHODES
EXECUTIVE CHAIRMAN
FILTRONIC PLC
THE WATERFRONT
SALTS MILL ROAD, SALTAIRE
SHIPLEY, WEST YORKSHIRE
ENGLAND, BD18 3TT
011-44-1274-530-622
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
Copy to:
NANCY E. FUCHS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
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CALCULATION OF REGISTRATION FEE
Transaction Value Amount of Registration Fee
$19,482,137.50 $3,896.43**
(1)
* For purposes of calculating fee only. This amount assumes (i) the purchase of
1,085,265 outstanding shares of common stock of Sage Laboratories, Inc. and (ii)
28,000 shares of common stock of Sage Laboratories, Inc. which may be issued
upon exercise of outstanding options, in each case, at $17.50 in cash per share.
The amount of the filing fee calculated in accordance with Regulation 240.0-11
of the Securities Exchange Act of 1934, as amended, equals 1/50 of one percentum
of the value of shares to be purchased.
** Previously paid.
/ / 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.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
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SCHEDULE 14D-1
CUSIP NO. 786 650 101
Names of Reporting Person
1. FIL Acquisition Corp.
S.S or I.R.S. Identification Nos. of Above Persons
- -------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
_
- --------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------
4. Source of Funds
AF
- --------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[ ]
- -------------------------------------------------------------
6. Citizenship or Place of Organization
Massachusetts
- --------------------------------------------------------------
7. Aggregate Amount Beneficially Owned By Each Reporting
Person 1,013,163 (including 15,430 shares subject to
guarantee of delivery)
- --------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares
- -------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
93.4
- -------------------------------------------------------------
10. Type of Reporting Person
CO
SCHEDULE 14D-1
CUSIP NO. 786 650 101
- --------------------------------------------------------------
1. Names of Reporting Person
Filtronic plc
S.S. or I.R.S. Identification Nos. of Above Persons
- --------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
Items 2(d) or 2(e)
- --------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------
4. Source of Funds
WC
- --------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
- --------------------------------------------------------------
6. Citizenship or Place of Organization
England and Wales
- -------------------------------------------------------------
7. Aggregate Amount Beneficially Owned By Each
Reporting Person
1,013,163 (including 15,430 shares subject
to guarantee of delivery)
- --------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares
[ ]
- --------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
93.4
- -------------------------------------------------------------
10. Type of Reporting Person
CO
- -------------------------------------------------------------
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This Amendment No. 2 (Final Amendment) constitutes the final amendment to
the Tender Offer statement on Schedule 14D-1 (the "Schedule 14D-1") filed with
the Securities and Exchange Commission on May 19, 1998 by FIL Acquisition Corp.
(the "Purchaser") and Filtronic plc ("Parent"), relating to the offer by the
Purchaser to purchase all of the issued and outstanding shares of common stock,
$.10 par value per share (the "Common Stock"), of the Company, for $17.50 per
share of Common Stock, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated May 19, 1998 (the "Offer
to Purchase"), a copy of which is attached to the Schedule 14D-1 as Exhibit
(a)(1), and the related Letter of Transmittal, a copy of which is attached to
the Schedule 14D-1 as Exhibit (a)(2). This filing also constitutes Amendment No.
2 (Final Amendment) to the Schedule 13D originally filed on May 19, 1998
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, on
behalf of each of the Purchaser and Parent.
Capitalized terms used but otherwise defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1.
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Item 6 is hereby amended and supplemented by adding thereto the following:
(a)-(b) The Offer expired at 5:00 p.m., New York City time, on Wednesday,
June 17, 1998. Based on information provided by the Depositary, there were
validly tendered and not withdrawn 1,013,163 shares of Common Stock (including
15,430 shares of Common Stock tendered by means of guaranteed delivery), or
approximately 93.4% of the issued and outstanding shares of Common Stock of the
Company. The Shares validly tendered and not withdrawn at such time were or will
be accepted for payment. On June 17, 1998, Parent and the Purchaser issued a
press release attached hereto as Exhibit (a)(12).
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ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the
following Exhibit:
(a)(11) Press Release issued by Parent and the Purchaser, dated
June 17, 1998.
(a)(1)* Offer to Purchase dated May 19, 1998.
(a)(2)* Letter of Transmittal.
(a)(3)* Letter for use by Brokers, Dealers, Banks, Trust Companies
and Nominees to their Clients.
(a)(4)* Letter to Clients.
(a)(5)* Notice of Guaranteed Delivery.
(a)(6)* Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7)* Press Release issued by Parent, dated May 13, 1998.
(a)(8)* Press Release issued by the Company, dated May 13, 1998.
(a)(9)* Fairness Opinion of KPMG Peat Marwick, dated May 13, 1998.
(a)(10)* Financial Statements of Parent
(b)(1)* Agreement and Plan of Merger, dated as of May 13, 1998, by
and among Parent, the Purchaser and the Company.
(b)(2)* Shareholder Agreement, dated May 13, 1998, by and among
Parent, the Purchaser and Carl A. Marguerite.
(b)(3)* Shareholder Agreement, dated May 13, 1998, by and among
Parent, the Purchaser and John E. Miller.
(b)(4)* Shareholder Agreement, dated May 13, 1998, by and among
Parent, the Purchaser and Janusz J. Majewski.
(b)(5)* Letter, dated May 1, 1998, from Parent to the Company.
(b)(6)* Confidentiality Agreement, dated February 12, 1998, by and
between Parent and the Company.
(c) None.
(d) Not applicable.
(e) None.
* Filed previously.
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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.
Date: June 18, 1998
FIL ACQUISITION CORP.
By: /s/ Christopher Schofield
Name: Christopher Schofield
Title: Clerk
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.
Date: June 18, 1998
FILTRONIC plc
By: /s/ Christopher Schofield
Name: Christopher Schofield
Title: Company Secretary and Solicitor
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INDEX TO EXHIBITS
(a)(1)* Offer to Purchase dated May 19, 1998.
(a)(2)* Letter of Transmittal.
(a)(3)* Letter for use by Brokers, Dealers, Banks, Trust Companies
and Nominees to their Clients.
(a)(4)* Letter to Clients.
(a)(5)* Notice of Guaranteed Delivery.
(a)(6)* Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7)* Press Release issued by Parent, dated May 13, 1998.
(a)(8)* Press Release issued by the Company, dated May 13, 1998.
(a)(9)* Fairness Opinion of KPMG Peat Marwick, dated May 13, 1998.
(a)(10)* Financial Statements of Parent
(a)(11) Press Release issued by Parent and Purchaser, dated
June 17, 1998
(b)(1)* Agreement and Plan of Merger, dated as of May 13, 1998, by
and among Parent, the Purchaser and the Company.
(b)(2)* Stockholder Agreement, dated as of May 13, 1998 by and among
Parent, the Purchaser and Carl A. Marguerite.
(b)(3)* Stockholder Agreement, dated May 13, 1998, by and among
Parent, the Purchaser and John E. Miller.
(b)(4)* Stockholder Agreement, dated May 13, 1998, by and among
Parent, the Purchaser and Janusz J. Majewski.
(b)(5)* Letter, dated May 1, 1998, from Parent to the Company.
(b)(6)* Confidentiality Agreement, dated February 12, 1998, by and
between Parent and the Company.
(c) None.
(d) Not applicable.
(e) None.
* Filed previously.
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Exhibit (a)(11)
FOR IMMEDIATE RELEASE:
FIL ACQUISITION CORP. ANNOUNCES COMPLETION OF
TENDER OFFER FOR SAGE LABORATORIES, INC.
SHIPLEY, ENGLAND, June 17, 1998 -- FIL Acquisition Corp., a company formed
by Filtronic plc, announces that, based upon a preliminary report from the
depositary of its tender offer for all of the outstanding shares of common
stock of Sage Laboratories, Inc. (Nasdaq NMS-SLAB) that 1,013,163 shares
(constituting approximately 93.4% of the outstanding shares) were tendered
pursuant to the offer and delivered in connection with certain separate
stockholder agreements prior to 5:00 p.m., New York City time, on June 17,
1998. Of the shares tendered, 15,430 shares were tendered by guaranteed
delivery.
As a result of the consummation of the offer and shares purchased pursuant
to separate stockholder agreements, excluding shares tendered by guaranteed
delivery, as to which tendering holders have three Nasdaq National Market
trading days to submit certificates for, or to effect book-entry transfer of,
such shares, FIL Acquisition Corp. presently owns 997,733 shares of Sage
Laboratories, Inc. common stock, par value $.10 per share.
Pursuant to the merger agreement among FIL Acquisition Corp., Sage
Laboratories and Filtronic, Sage Laboratories, Inc. will be merged with FIL
Acquisition Corp. and each issued and outstanding share, will be converted
into the right to receive $17.50 in cash.
Filtronic plc is a company organized under the laws of England and Wales
which designs, manufactures and supplies sophisticated technical computer
devices for mobile telecommunication system and supplies RF and microwave
components and integrated subsystems for airborne and shipborne electronic
warfare and countermeasure systems.
Sage Laboratories develops, manufactures and distributes electronic
systems and sub-systems of specialized microwave components and subsystems used
in many applications, including cellular base stations, point-to-point radio
limits, satellite communications and radar and weapons guidance.
