ADVANCED DEPOSITION TECHNOLOGIES INC
SC 13E4/A, 1996-07-24
MISCELLANEOUS FABRICATED METAL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ISSUER TENDER OFFER STATEMENT
                      (PURSUANT TO SECTION 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)

                                 AMENDMENT NO. 2

                     ADVANCED DEPOSITION TECHNOLOGIES, INC.
                     --------------------------------------
                                (NAME OF ISSUER)

                     ADVANCED DEPOSITION TECHNOLOGIES, INC.
                     --------------------------------------
                      (NAME OF PERSON(S) FILING STATEMENT)

                    REDEEMABLE COMMON STOCK PURCHASE WARRANTS
                    -----------------------------------------
                         (TITLE OF CLASS OF SECURITIES)

                                   007521-115
                                   ----------
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                           GLENN J. WALTERS, PRESIDENT
                     ADVANCED DEPOSITION TECHNOLOGIES, INC.
                          580 MYLES STANDISH BOULEVARD
                          TAUNTON, MASSACHUSETTS 02780
                                 (508) 823-0707
                                 --------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
           COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

                                  MAY 13, 1996
                                  ------------
     (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)

                            Calculation of Filing Fee

- --------------------------------------------------------------------------------
   Transaction valuation* -  $1,581,250        Amount of filing fee - $316.25
- --------------------------------------------------------------------------------

*Calculated  pursuant  to Rule  0-11  based on the  average  of the high and low
prices for a Warrant of $1.375 as reported  by NASDAQ on May 7, 1996  multiplied
by the 1,150,000 Warrants outstanding.

         Check  box if any  part of  this  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 the filing.

Amount previously paid:  $316.25
Form or Registration Number:  Schedule 13E-; file no. 5 - 45847
Filing Party:  Advanced Deposition Technologies, Inc.
Date of Previous Filing:  May 31, 1996
Date of Current Filing:  July 24, 1996




                                 SCHEDULE 13E-4

                          ISSUER TENDER OFFER STATEMENT
                      (PURSUANT TO SECTION 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)

NOTE:    This  Amendment No. 2 to Schedule  13E-4 omits  information  previously
         disclosed   in  the  Schedule   13E-4  filed  by  Advanced   Deposition
         Technologies,  Inc. with the Securities and Exchange  Commission on May
         13, 1996, as amended on May 31, 1996.


         As of July 10, 1996,  the issuer  tender  offer by Advanced  Deposition
Technologies,  Inc. (the  "Company") for the Company's  Redeemable  Common Stock
Purchase  Warrants (the "Warrants") was terminated.  For the period from May 13,
1996 through  July 10, 1996,  as extended  (the  "Tender  Period"),  the Company
reduced from two to one the number of Warrants required to purchase one share of
Common  Stock,  $.01 par value per share (the  "Common  Stock"),  at an exercise
price of $5.00 per  share.  Also  during  the  Tender  Period,  any  holder  who
exercised one Warrant was to receive, for no additional consideration, one Class
B Warrant exercisable to purchase one share of Common Stock at an exercise price
of $5.00 per share  until  May 12,  1998.  The  exercisability  of such  Class B
Warrants was contingent upon the effectiveness of an amendment (the "Amendment")
to the  Company's  Certificate  of  Incorporation  to  increase  the  number  of
authorized shares of Common Stock of the Company. The Amendment became effective
on June 3, 1996.  Any exercises of Warrants  during the Tender Period could have
been withdrawn at any time prior to July 10, 1996. A total of 1,017,916 Warrants
were  exercised  during the Tender Period.  In accordance  with the tender offer
rules under the  Securities  and  Exchange Act of 1934,  as amended,  all of the
exercises  of the  Warrants  were  accepted  as of July  10,  1996  by  American
Securities Transfer,  Inc., as the Company's warrant agent, upon notice from the
Company that it had accepted all Warrant exercises.






                                    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.

                                  ADVANCED DEPOSITION TECHNOLOGIES, INC.



Date: July 24, 1996               By:/s/ Glenn J. Walters
                                     -------------------------------------------
                                     Glenn J. Walters
                                     President


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