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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
ZAPME! CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
98912E 10 0
(CUSIP Number of Class of Securities)
GILAT SATELLITE NETWORKS LTD.
1651 OLD MEADOW ROAD
MCLEAN, VIRGINIA 22102
(703) 734-9401
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications)
COPY TO:
STEVEN G. TEPPER, ESQ.
ARNOLD & PORTER
399 PARK AVENUE
NEW YORK, NEW YORK 10022-4690
TEL: (212) 715-1000
FAX: (212) 715-1399
OCTOBER 3, 2000
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of the this Schedule 13D, and is filing the
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 98912E 10 0
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
GILAT SATELLITE NETWORKS LTD.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ...............................................................
(b) ...............................................................
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)...................................................
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6. Citizenship or Place of Organization ISRAEL
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7. Sole Voting Power .................................
Number of -------------------------------------------------------
Shares 8. Shared Voting Power *23,060,004 SHARES
Beneficially
Owned by -------------------------------------------------------
Each 9. Sole Dispositive Power ............................
Reporting
Person With -------------------------------------------------------
10. Shared Dispositive Power...........................
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
*23,060,004 SHARES
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) .................................................
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13. Percent of Class Represented by Amount in Row (11)..................
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14. Type of Reporting Person (See Instructions) CO
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* On October 3, 2000, Gilat Satellite Networks Ltd., an Israeli corporation
("Gilat") entered into a Tender Offer Agreement (the "Tender Offer Agreement"),
with ZapMe! Corporation, a Delaware corporation (the "Company"), certain
principal stockholders of the Company listed on Schedule A thereto
(collectively, the "Schedule A Stockholders") and certain other principal
stockholders listed on Schedule B thereto (collectively, the "Schedule B
Stockholders," and together with the Schedule A Stockholders, the "Identified
Stockholders"). Under the Tender Offer Agreement, Gilat agrees to acquire a
number of Shares (as defined below), which together with the Shares beneficially
owned by Gilat, constitute 51% of the total number of Shares outstanding
(as determined on the last business day prior to the consumation of the Offer
(as defined below)) (the "Maximum Number of Shares"), at a price of
$2.32 per share, pursuant to a cash tender offer (the "Offer"). The Tender
Offer Agreement also provides that Gilat may assign to one or more
corporations, which are direct or indirect majority owned and controlled
subsidiaries of Gilat, the right to purchase all or any portion of the Shares
tendered in the Offer. Pursuant to the Tender Offer Agreement, the Schedule B
Stockholders have agreed to validly tender in, and not withdraw from, the Offer
all of their Shares at a price of $2.32 per share. The number of Shares held by
the Schedule B Stockholders equals, in the aggregate, 5,852,905 Shares. The
Schedule A Stockholders, under the Tender Offer Agreement, have granted to
Gilat an option to purchase all of their Shares, which Gilat shall exercise
upon consummation of the Offer at a price per Share equal to $2.32, but only to
the extent necessary for Gilat to acquire the Maximum Number of Shares (taking
into account the number of Shares validly tendered and not withdrawn prior to
the expiration of the Offer). The number of Shares held by the Schedule A
Stockholders equals, in the aggregate, 16,951,445 Shares.
Also, under the Tender Offer Agreement, if the Offer is terminated or is not
consummated, and Gilat is not precluded either directly or indirectly by
applicable law, administrative or judicial action from purchasing up to the
Maximum Number of Shares outside of the Offer, each of the Identified
Stockholders shall sell to Gilat, and Gilat shall purchase from each Identified
Stockholder, the number of Shares set forth across from such Identified
Stockholder's name on Schedule A and Schedule B, as the case may be, to the
Tender Offer Agreement, at a price per Share equal to $2.32.
A copy of the Tender Offer Agreement is filed as Exhibit 2(a) to this statement
on Schedule 13D (this "Schedule 13D"). Within approximately 10 business days
from the date of the Tender Offer Agreement, Gilat intends to commence the Offer
and, accordingly, file its tender offer statement on Schedule TO and amend this
Schedule 13D.
ITEM 1. SECURITY AND ISSUER
The class of securities to which this Schedule 13D relates is the common
stock, par value $.01 per share (the "Share"), of ZapMe! Corporation, a Delaware
corporation (the "Company"), with its principal executive offices located at:
3000 Executive Parkway, San Ramon, California 94583.
ITEM 2. IDENTITY AND BACKGROUND
The person listed in paragraph (a) below is the person filing this
statement.
(a) Gilat Satellite Networks Ltd. ("Gilat") is a corporation organized
under the laws of Israel.
(b) The address of the principal executive office of Gilat is 21/D
Yegia Kapayim Street, Daniv Park, Kiryat Arye, Petah Tikva,
Israel.
(c) Gilat through its global subsidiaries, is a leading provider of
telecommunications solutions based on VSAT satellite network
technology. Gilat provides satellite-based, end-to-end enterprise
networking and rural telephony solutions to customers across six
continents, and markets interactive broadband data services. Gilat
is a joint venture partner, with Microsoft
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Corp., EchoStar Communications Corp. and ING Furman Selz
Investments, in StarBand Communications Inc., that is an
always-on, nationwide, two-way, high-speed satellite Internet
service provider in the United States.
(d) During the last five years, Gilat has not been convicted in any
criminal proceeding.
(e) During the last five years, Gilat has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Additional information regarding the directors and executive officers of
Gilat will be provided in the Offer to Purchase, which will be filed as an
amendment to this Schedule 13D upon commencement of the Offer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Based upon the Company's representations and warranties to Gilat in the
Tender Offer Agreement, the amount of funds Gilat will need to consummate the
acquisition of the Maximum Number of Shares, at a price of $2.32 per share,
tendered in the Offer is approximately $52,339,209, which amount is net of any
other transaction costs and expenses associated with the commencement and
consummation of the Offer and takes into account the 500,000 Shares beneficially
owned by Gilat prior to the execution of the Tender Offer Agreement. Gilat has
sufficient funds to consummate the Offer and does not anticipate borrowing or
otherwise obtaining funds from any third parties. Additional information
regarding the source and amount of funds will be filed by amendment to this
Schedule 13D on the date the Offer is commenced.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(i): The purpose of the Offer is for Gilat to acquire a majority
voting interest in the Company. Additional information will be filed by
amendment to this Schedule 13D on the date the Offer is commenced.
(j): Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(d): Under the Tender Offer Agreement, the Company represented to
Gilat that 45,215,695 Shares were issued and outstanding as of August 31, 2000.
Prior to the execution of the Tender Offer Agreement, Gilat beneficial owned
500,000 Shares. Pursuant to the Tender Offer Agreement, Gilat has committed to
acquire up to the number of Shares, which together with the 500,000 Shares
Gilat beneficially owns, constitute 51% of the total number of Shares
outstanding or approximately 23,060,004 Shares. Additional information will be
filed by amendment to this Schedule 13D on the date the Offer is commenced.
(e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES' OF THE ISSUER
The Tender Offer Agreement is filed as Exhibit 2(a) to this Schedule 13D.
Additional information will be filed by amendment to this Schedule 13D on the
date the Offer is commenced.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed herewith:
2(a) Tender Offer Agreement, dated October 3, 2000, among Gilat, the
Company and certain stockholders of the Company listed on
Schedule A thereto and certain other stockholders of the Company
listed on Schedule B thereto
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SIGNATURE
After reasonable 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.
OCTOBER 12, 2000
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Date
/s/ YOAV LEIBOVITCH
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Signature
YOAV LEIBOVITCH, CHIEF FINANCIAL OFFICER AND VICE PRESIDENT OF FINANCE AND
ADMINISTRATION
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Name/Title
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INDEX OF EXHIBITS
Exhibit No. Description
2(a) Tender Offer Agreement, dated October 3,
2000, among Gilat, the Company and certain
stockholders of the Company listed on
Schedule A thereto and certain other
stockholders of the Company listed on
Schedule B thereto.
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