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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
ZAPME! CORPORATION
(Name of Subject Company (issuer))
GILAT SATELLITE NETWORKS LTD.
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
98912E 10 0
(CUSIP Number of Class of Securities)
Gilat Satellite Networks Inc.
1651 Old Meadow Road
McLean, Virginia 22102
(703) 734-9401
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Steven G. Tepper, Esq.
Arnold & Porter
399 Park Avenue
New York, New York 10022
Tel: (212) 715-1140
Fax: (212) 715-1399
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$52,339,209 $10,467.84
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* For purposes of calculating the filing fee only. This calculation assumes the
purchase of a number of shares of common stock, par value $.01 per share, of
ZapMe! Corporation (the "Shares"), which together with the Shares Gilat
Satellite Networks Ltd. beneficially owned, constitutes 51% of the total
number of Shares outstanding as of the last business day prior to the
consummation of the Offer.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities and Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
[ ] Check the box if any part of the fee is offset as provided by Rule 0-1
1(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.
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Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to RULE 14d-1.
[ ] issuer tender offer subject to RULE 13e-4.
[ ] going-private transaction subject to RULE 13e-3.
[X] amendment to Schedule 13D under RULE 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the
offer by Gilat Satellite Networks Ltd., an Israeli corporation ("Purchaser"), to
purchase up to the number of shares of common stock, par value $.01 per share
(the "Shares"), of ZapMe! Corporation, a Delaware corporation (the "Company"),
which, together with the number of Shares Purchaser beneficially owned,
constitutes 51% of the Outstanding Shares, at $2.32 per Share, net to the seller
in cash, without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated October 17,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies
of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. This Schedule TO is being filed on behalf of Purchaser.
"Outstanding Shares" shall mean the total number of Shares outstanding as of the
last business day prior to the consummation of the Offer.
The information set forth in the Offer to Purchase, including the Annex I
thereto, is hereby incorporated by reference in answer to items 1 through 11 of
this Schedule TO, and is supplemented by the information specifically provided
herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c)(3) and (4) Except as otherwise set forth in Annex I to the Offer to
Purchase, during the last five years, none of the Purchaser nor, to the best
knowledge of the Purchaser, any of the persons listed on Annex I to the Offer to
Purchase (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
such laws.
ITEM 10. FINANCIAL STATEMENTS
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(b) The Letter of Transmittal filed as Exhibit (a)(1)(B) hereto is
incorporated herein by reference.
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ITEM 12. EXHIBITS
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(a)(1)(A) Offer to Purchase dated October 17, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement as published in The Wall Street
Journal and the New York Times on October 17, 2000.
(a)(1)(H) Joint Press Release issued by Purchaser and the Company on
October 3, 2000, incorporated herein by reference to the
Schedule TO, filed by Purchaser with the Securities and
Exchange Commission on October 3, 2000.
(b) Not applicable.
(d) Tender Offer Agreement, dated October 3, 2000, among
Purchaser, 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,
incorporated herein by reference to the Schedule 13D, filed
by Purchaser with the Securities and Exchange Commission on
October 12, 2000.
(g) Not applicable.
(h) Not applicable.
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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.
/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 AND TITLE)
October 17, 2000
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(DATE)
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INDEX OF EXHIBITS
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EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase dated October 17, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement as published in The Wall Street
Journal and the New York Times on October 17, 2000.
(a)(1)(H) Joint Press Release issued by Purchaser and the Company on
October 3, 2000, incorporated herein by reference to the
Schedule TO filed by Purchaser with the Securities and
Exchange Commission on October 3, 2000.
(b) Not applicable.
(d) Tender Offer Agreement, dated October 3, 2000, among
Purchaser, 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,
incorporated herein by reference to the Schedule 13D filed
by Purchaser with the Securities and Exchange Commission on
October 12, 2000.
(g) Not applicable.
(h) Not applicable.
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