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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AMENDMENT NO. 2
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
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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 Amendment No. 2 (this "Amendment No. 2") amends and supplements the Tender
Offer Statement on Schedule TO filed by Gilat Satellite Networks Ltd., an
Israeli corporation ("Purchaser") on October 17, 2000 (as amended by Amendment
No. 1 to schedule TO, filed by Purchaser on October 19, 2000 the "Schedule TO"),
relating to the Offer by 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, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
October 17, 2000 and in the related Letter of Transmittal filed as exhibits
(a)(1)(A) and (a)(1)(B), respectively, with the Schedule TO. This Amendment No.
2 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 sole purpose of this Amendment No. 2 is to update and modify certain
disclosures previously made by Purchaser in the Schedule TO.
ITEM 2. SUBJECT COMPANY INFORMATION
The last sentence of Section 8 to the Offer to Purchase, filed as Exhibit
(a)(1)(A) to Schedule TO (the "Offer to Purchase"), shall be deleted in its
entirety and replaced with the following sentence:
"None of Purchaser, any of its affiliates or the dealer manager are
able to verify the accuracy or completeness of the information
concerning the Company, furnished by the Company or contained in such
documents or records or assumes the responsibility for the failure by
the Company to disclose events which may have occurred or may affect
the significance or accuracy of any such information but which are
unknown to Purchaser."
ITEM 4. TERMS OF THE TRANSACTION
The conditions described in Section 14 of the Offer to Purchase are the only
conditions to the Offer and are imposed by the Tender Offer Agreement, dated
October 3, 2000, by and among Purchaser, the Company and certain principal
stockholders of the Company. The Tender Offer Agreement was filed as Exhibit (d)
to Amendment No. 1 to Schedule TO, which was filed by Purchaser on October 19,
2000.
The Offer to Purchase is amended to add the following sentence at the end of the
last paragraph of Section 14:
"Notwithstanding the foregoing, Purchaser may not assert the failure
of any conditions (other than those relating to the receipt of
necessary governmental or third-party approvals, or to judicial or
administrative proceedings) after the expiration of the Offer (giving
effect to any extensions thereof)."
ITEM 10. FINANCIAL STATEMENTS
Financial information concerning Purchaser is incorporated herein by reference
to pages F-1 through F-42 of Purchaser's annual report on Form 20-F for the
fiscal year ended December 31, 1999, filed with the Commission on June 30, 2000
and filed via Edgar as Exhibit (a)(5) hereto.
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ITEM 12. EXHIBITS
<TABLE>
<S> <C>
(a)(5) Annual Report of Gilat Satellite Networks Ltd. on Form 20-F
for the fiscal year ended December 31, 1999.
</TABLE>
3
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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)
November 3, 2000
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(DATE)
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(5) Annual Report of Gilat Satellite Networks Ltd. on Form 20-F
for fiscal year ended December 31, 1999.
</TABLE>
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