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. )
SYMBOLLON CORPORATION
................................................................................
(Name of Issuer)
SYMBOLLON CORPORATION
................................................................................
(Name of Person(s) Filing Statement)
Class B Common Stock
................................................................................
(Title of Class of Securities)
None
................................................................................
(CUSIP Number of Class of Securities)
Paul C. Desjourdy
Symbollon Corporation
122 Boston Post Road
Sudbury, Massachusetts 01776
(508) 443-0165
................................................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statements)
December 13, 1996
................................................................................
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation[1] Amount of filing fee
$1,271,042.19 $254.21
....................... ....................
[1] Transaction Valuation based on average of the bid and asked price of Class A
Common Stock on December 11, 1996 multiplied by the number of outstanding shares
of Class B Common Stock (1,196,275).
.... 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: .................
Form or Registration No.: ...............
Filing Party: ...........................
Date Filed: .............................
Page 1 of 5 Pages
<PAGE>
Item 1. Security and Issuer.
-------------------
(a) The name of the issuer is Symbollon Corporation (hereinafter, the
"Company"). The Company's principal executive offices are located at
122 Boston Post Road, Sudbury, Massachusetts 01776.
(b) This statement relates to shares of the Class B Common Stock, par
value $.001 per share ("Class B Common Stock"), each of which is
convertible at the option of the holder into one share of Class A
Common Stock, par value $.001 per share ("Class A Common Stock"), of
the Company. As of December 11, 1996, there were 1,196,275 shares of
Class B Common Stock outstanding. The Company is requesting that each
holder of the Class B Common Stock voluntarily convert all of their
shares of Class B Common Stock into Class A Common Stock (the "Company
Request"). No additional consideration is offered. Conversion elections
submitted pursuant to the Company Request will be effected if (but only
if) on or prior to January 15, 1997 at least 98% of the outstanding
shares of the Class B Common Stock elect to convert their shares. If
the conversions are not effected pursuant to the Company Request, the
Class B Common Stockholders retain the right to thereafter elect to
convert their shares. Officers, directors and affiliates of the Company
hold the following number of shares of Class B Common Stocks: Dr.
Kessler, 412,458 shares; Dr. Richards, 357,343 shares; Mr. Rosenthal
(through indirect ownership in Magar, Inc.), 272,372 shares; Mr. Paley,
42,873 shares; and Magar, Inc., 272,372.
(c) There is no established public trading market for the Company's
Class B Common Stock. The Company's Class A Common Stock trades on the
NASDAQ Small Cap Market under the symbol SYMBA. The following sets
forth the high and low bid prices for each quarterly period during the
past two years, as reported by NASDAQ.
Fiscal 1996 (1) Fiscal 1995 (1)
------------------ ------------------
High(2) Low (2) High(2) Low (2)
------- ------- ------- -------
First quarter 6 1/2 4 1/8 6 1/8 3 3/4
Second quarter 6 3/8 1 5/8 8 1/4 4 7/8
Third quarter 1 3/4 3/4 8 3/4 1 3/4
Fourth quarter(3) 2 1/2 5/8 4 1/2 1 7/8
- --------------------------
(1) The Company's fiscal year ends December 31.
(2) Quotations reflect inter-dealer prices without retail mark-up,
mark-down or commission, and may not represent actual transactions.
(3) The fourth quarter of 1996 reflects the high and low bid prices
from October 1, 1996 to December 11, 1996.
(d) This statement is being filed by the Company.
Page 2 of 5 Pages
<PAGE>
Item 2. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
(a) The sole consideration for the Class B Common Stock to be converted
will be Class A Common Stock from the Company's authorized but unissued
reserve. The exchange will be one-for-one, so a maximum of 1,196,275
shares of Class A Common Stock will be issued.
(b) N/A.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the
---------------------------------------------------------
Issuer or Affiliate.
-------------------
The purpose of the Company Request is to eliminate the dual voting
structure of the Company's outstanding equity securities. Presently,
the Class B Common Stock have five votes per share, and the Class A
Common Stock and the Series A Preferred Stock have one vote per share.
If all Class B Common Stockholders convert into Class A Common Stock,
then all remaining outstanding voting securities will have equal voting
privileges (one vote per share). Any Class B Common Stock converted
will, from and after the date of conversion, have the status of
authorized and unissued shares of Class B Common Stock.
Conversion of the Class B Common Stock would have the effect of
substantially reducing the voting control of the Company held by the
current members of the Board of Directors, who own or control an
aggregate of 1,085,046 shares (or 90.7%) of the outstanding Class B
Common Stock, representing 70.3% of the total votes eligible to be cast
by stockholders. Each member of the Board of Directors has indicated
his intention to convert his shares of Class B Common Stock pursuant to
the Company Request. If all shares of Class B Common Stock are
converted, members of the Board of Directors would own or control 40.2%
of the total votes eligible to be cast by stockholders.
Except as set forth in this Item 3, the Company does not have any
present plans or proposals that relate to or that would result in any
of the actions specified in clauses (a) through (j) of Item 3 of the
Schedule 13E-4.
Item 4. Interest in Securities of the Issuer.
------------------------------------
There were no transactions in the Class B Common Stock effected during
the past 40 business days by the Company or any executive officer,
director or control person. One of the Company's executive officers,
Paul C. Desjourdy, purchased 39,700 shares of Class A Common Stock in
open market transactions from November 8 through November 20, 1996 at
prices ranging from $.72 to $1.44 per share.
Page 3 of 5 Pages
<PAGE>
Item 5 Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to the Issuer's Securities.
----------------------------------
Except as set forth in Item 3 above, neither the Company nor any
director, executive officer or control person thereof has any contract,
arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's
fees, joint ventures, loan or options arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 6. Persons Retained, Employed or to Be Compensated.
-----------------------------------------------
The Company has not employed, retained or compensated any person, nor
will any person be compensated, to make solicitations or
recommendations in connection with the Company Request. In addition to
the Company's preparation and mailing of the Company Request materials,
directors, officers and other employees of the Company may solicit
conversions pursuant to the Company Request by telephone or other means
of communication.
Item 7. Financial Information.
---------------------
The Company incorporates herein by reference the audited financial
statements for the past two years contained in the Company's Form
10-KSB for the year ended December 31, 1995 under Item 5 - Financial
Statements, and the unaudited balance sheets and comparative
year-to-date income statements and statements of cash flows and related
earnings per share amounts required to be included in the Company's
most recent quarterly report contained in the Company's Form 10-QSB for
the quarter ended September 30, 1996 under Item 1 - Financial
Statements.
Item 8. Additional Information.
----------------------
None.
Page 4 of 5 Pages
<PAGE>
Item 9. Material to be Filed as Exhibits.
--------------------------------
(a) Letter dated December 13, 1996 to each Class B Common
Stockholder requesting voluntary conversion of their holdings,
together with Conversion Instructions, Notice of Election to
Convert Form and Lost Stock Certificate Affidavit and
Indemnity Agreement;
The Company's Form 10-KSB for the year ended December 31, 1995
(previously filed and incorporated by reference.);
The Company's Form 10-QSB for the quarter ended September 30,
1996 (previously filed and incorporated by reference.);
Press Release regarding the 510(k) Withdrawal dated December
10, 1996.
Press Release regarding the Company Request dated December 13,
1996.
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: December 13, 1996
SYMBOLLON CORPORATION
/S/ Paul C. Desjourdy
-------------------------------------------
Paul C. Desjourdy, Executive Vice President
and authorized signatory
Page 5 of 5 Pages
December 13, 1996
[Name of Class B Stockholder]
[Address]
[City, State/Province Zip/Postal Code]
Re: Request to Convert Class B Common Stock
---------------------------------------
Dear [Recipient]:
As a Class B Common Stockholder, you have been aware that the Company's publicly
traded Class A Common Stock has suffered a significant decrease in value. The
Board of Directors believes that by converting the Class B Common Stock into
publicly traded shares of Class A Common Stock, and thereby eliminating the
supervoting rights attendant to the Class B, that the Company should have an
increased opportunity to broaden the attractiveness and exposure of the Company
in the investment community. In order to accomplish this important goal, the
Company is requesting the Class B Common Stockholders to voluntarily convert
their outstanding shares of the Class B Common Stock into an equal number of
Class A. Members of the Board of Directors who in the aggregate own, or control,
90.7% of the outstanding shares of Class B Common Stock have indicated their
intention to convert their shares (and cause the conversion of their controlled
shares) as part of this request.
As of December 11, 1996, there were 1,196,275 shares of Class B Common Stock
outstanding, 1,287,137 shares of Class A Common Stock and 444,444 shares of
Series A Preferred Stock. These Class B shares represented 5,981,375 of the
total 7,712,956 (or 77.6%) votes eligible to be cast by stockholders. Members of
the Board of Directors own, or control, 1,085,046 (or 90.7%) of the outstanding
Class B Common Stock, representing 70.3% of the total votes eligible to be cast
by stockholders. If all of the Class B Common Stock is converted pursuant to
this request, members of the Board of Directors would own or control 40.2% of
the total votes eligible to be cast by stockholders. Accordingly, by converting
the Class B Common Stock, voting control of the Company will be shifted from the
Board of Directors to the shareholders as a whole.
<PAGE>
In accordance with the enclosed instructions, the Company requests each Class B
Common Stockholder to voluntary convert his or her holdings by signing the
attached notice of election to convert and returning it, together with such
holder's Class B Common Stock certificates to the undersigned care of the
Company. Any rights or restrictions presently existing regarding your Class B
Common Stock will remain in place for the shares of Class A Common Stock
received by you upon conversion. Accordingly, any shares of Class B Common Stock
subject to the Stock Restriction Agreement will remain subject to the Stock
Restriction Agreement upon conversion into Class A Common Stock. Therefore, each
Class B holder will receive two Class A certificates, one representing shares
eligible for resale and one representing shares subject to the Stock Restriction
Agreement. Unless a Stockholder advises the Company otherwise, all certificates
will be mailed to the Stockholder at his or her address set forth above.
Stockholders will have until January 15, 1997 to return their signed notice of
election to convert. Until said date, holders who have submitted their notice of
election and shares may withdraw them by written notice received by the Company
on or prior to said date. As provided in the notice of election to convert, if
at least 98% of the outstanding shares of Class B Common Stock have elected to
be converted, the Company will complete the conversions pursuant to the Company
Request. If less than 98% of the shares elect to be converted pursuant to the
Company Request, then the Company will return the Class B Common Stock
certificates submitted by a stockholder to each such stockholder. If the Class B
Common Stock is returned because of the failure to obtain such 98% election, the
stockholders retain the right to thereafter elect to convert their shares of
Class B Common Stock.
Please feel free to call Paul C. Desjourdy at (508) 443-0165, if you have any
questions or concerns regarding the above. Thank you for your time and
consideration.
Sincerely,
Paul C. Desjourdy
Executive Vice President/CFO
Enclosure: Schedule 13E-4, with the 1995 Form 10-KSB and the latest Form 10-QSB
Instructions to Complete Conversion
Notice of Election to Convert Form
Lost Stock Certificate Affidavit and Indemnity Agreement
Press Release regarding 510(k) Withdrawal dated December 10, 1996
Press Release regarding the Company Request dated December 13, 1996
<PAGE>
INSTRUCTIONS
TO
COMPLETE CONVERSION
1. Read the Schedule 13E-4 enclosed regarding the Company's request for
conversion.
2. Sign the Notice of Election to Convert Form.
3. Locate your Class B Common Stock Certificate(s). Your stock certificate
number(s) are ___________. If you can not find your stock certificate(s),
then complete the Lost Stock Certificate Affidavit and Indemnity Agreement
enclosed.
4. Return to Symbollon in the envelope provided (1) the signed Notice of
Election to Convert Form, (2) your Class B Common Stock Certificate(s), and
(3) if applicable, the signed Lost Stock Certificate Affidavit and
Indemnity Agreement.
YOUR PROMPT ATTENTION TO THIS MATTER IS GREATLY
APPRECIATED. THE COMPANY REQUEST FOR CONVERSION
WILL EXPIRE ON JANUARY 15, 1997.
If the 98% condition is satisfied, promptly after the expiration of the Company
request period, Symbollon will send to you new Class A Common Stock certificates
replacing your Class B Common Stock certificates. If the 98% condition is not
satisfied, Symbollon will return your Class B Common Stock certificates promptly
after the expiration date.
If you have any questions or concerns regarding this matter, please contract
Paul C. Desjourdy at (508) 443-0165.
<PAGE>
NOTICE OF ELECTION TO CONVERT
CLASS B COMMON STOCK INTO CLASS A COMMON STOCK
The undersigned does hereby elect to convert the below indicated shares
of Class B Common Stock of Symbollon Corporation into an equal number of shares
of Class A Common Stock of Symbollon Corporation, provided that this election
will be of no further force and effect if, on or prior to January 15, 1997, less
than 98% of the outstanding shares of Class B Common Stock shall have duly
submitted notices of election to convert. I understand that any transfer,
forfeiture and other restriction affecting any Class B Common Stock will remain
applicable to the Class A Common Stock received upon conversion.
SYMBOLLON CORPORATION
CLASS B COMMON STOCK CERTIFICATE(S) NOS: _____________
REPRESENTING COLLECTIVELY _______________ SHARES
The undersigned further understands that such election may be revoked
any time before January 15, 1997 by notifying the Company in writing prior to
such date. On January 15, 1997, so long as this Consent has not been revoked,
the Company will process the conversion of the undersigned's shares of Class B
Common Stock into shares of Class A Common Stock provided at least 98% of all of
the outstanding shares of Class B Common Stock have at that time elected such
conversion. If less than 98% of the outstanding shares of Class B Common Stock
shall have agreed to the transfer by the above mentioned date, the Company will
return to you your Class B Common Stock certificates.
Subject to satisfaction of the above mentioned 98% conversion, the
undersigned hereby assigns to Symbollon Corporation, and constitutes and
appoints Paul C. Desjourdy attorney to transfer on the books of Symbollon
Corporation, the above indicated stock with full power of substitution in the
premises.
[Enter Social Security or Taxpayer Identification
Number: ______________________________]
IMPORTANT: The signature to this Consent must
correspond with the name(s) as written upon the
face of the certificate(s) in every particular
without alteration.
-----------------------------------------
-----------------------------------------
Date: ___________________________________
<PAGE>
LOST STOCK CERTIFICATE AFFIDAVIT AND INDEMNITY AGREEMENT
The undersigned, being first duly sworn, states that:
1. The undersigned makes this affidavit as the true, lawful, present
and sole owner(s) of Class B Common Stock Certificate(s) Nos. ____________
representing collectively _____________ shares (the "Certificates") of Symbollon
Corporation (the "Company").
2. The undersigned believes that the Certificates have been lost,
stolen or destroyed because the undersigned have diligently searched all of
his/her financial records and papers and the Certificates are no-where to be
found.
3. The undersigned further state that the Certificates were not
endorsed, have not been pledged, sold, delivered, transferred or assigned. The
undersigned agrees that in the event of the recovery of the Certificates at any
time after the issuance of new certificate(s) in place thereof, the undersigned
will cause the Certificates to be returned to the Company for cancellation.
4. The undersigned hereby request the Company to issue or cause to be
issued to the undersigned new certificate(s) for an equal number of shares of
the Company's Class A Common Stock pursuant to the executed Notice of Election
to Convert Form enclosed herewith to replace the Certificates without requiring
the surrender of the Certificates for cancellation.
5. In consideration of the Company complying with said request, the
undersigned, his/her legal representatives, successors and assigns, hereby agree
to indemnify and hold harmless the Company, its successors and assigns, and
their directors, officers, agents or employees (collectively, the "Obligees"),
and each of them, from and against any and all claims, actions and suits,
whether groundless or otherwise and from and against any and all liabilities,
losses, damages, costs, charges, counsel fees and other expenses, of every
nature and character, which the Obligees or any of them at any time shall or may
sustain or incur by reason of any claim or demand which may be made as a result
of the issuance of new certificate(s) in place of the Certificates for
cancellation or by reason of any payment, transfer, exchange or other act which
the Obligees, or any of them, may do or cause to be done with respect to the
Certificates whether or not such liabilities, losses, costs, damages, counsel
fees and other expenses arise or occur through accident, over-sight,
inadvertence or neglect on the part of the Obligees.
-----------------------------------------
-----------------------------------------
STATE OF ___________________________
COUNTY OF _________________________
On the _______ day of __________________, 19___ before me personally
came, _______________________________________ to me known to be the
individual(s) described in and who executed the foregoing instrument, and
acknowledged that he/she executed the same.
----------------------------------------
Notary Public
CONTACT: Paul C. Desjourdy
Exec. Vice President/CFO
SYMBOLLON CORPORATION
FOR IMMEDIATE RELEASE (508) 443-0165
SYMBOLLON CORPORATION WITHDRAWS
510(K) PRE-MARKET NOTIFICATION FILING;
WILL FOCUS ON OTHER POTENTIAL USES FOR ITS CHEMISTRY
SUDBURY, MASSACHUSETTS, December 10, 1996 -- Symbollon Corporation
(NASDAQ:SYMBA, SYMBW, SYMBZ) today announced that it has agreed to withdraw its
510(k) pre-market notification filing to the FDA covering the Company's high
level disinfectant formulation for the reprocessing of medical instruments. The
Company is continuing to develop, internally and through corporate partners,
products in the infection prevention, dermatology and bioagricultural markets.
The Company's decision to withdraw the 510(k) was prompted by two concerns
raised by the FDA regarding the sporicidal test results contained in the
Company's 510(k) submission. These concerns focused on the test protocol used in
and the duration of time required to pass the AOAC Sporicidal Assay. Dr. Jack
Kessler, Chairman of the Board of the Company, said with regard to the test
protocol that "the Company's high level disinfectant formulation is inactivated
by the silk carrier required to be used under the current FDA guidelines in the
AOAC Sporicidal Assay. Symbollon used a Dacron carrier in order to produce a
more scientifically valid result; however, the FDA has indicated that, at
present, such use of an alternative carrier is not acceptable. The Company felt
its test results demonstrated that its formulation was efficacious and safe for
the application."
Dr. Kessler further stated that "based on the FDA's present position on the
sporicidal test requirements and in light of the Company's other product
development opportunities, which will not be impacted by the FDA position, the
Company currently does not plan to resubmit the 510(k) application. The Company
intends to focus its resources on other areas of potential use for the Company's
chemistry, in the infection prevention, dermatology and bioagricultural
markets."
----------------------------
Symbollon Corporation is engaged in research and development of proprietary
sterilants, disinfectants, antiseptics and sanitizers designed to kill a broad
spectrum of microorganisms while remaining safe to both people and the
environment.
####
CONTACT: Paul C. Desjourdy
Exec. Vice President/CFO
SYMBOLLON CORPORATION
FOR IMMEDIATE RELEASE (508) 443-0165
SYMBOLLON CORPORATION REQUESTS
CLASS B COMMON STOCKHOLDERS
TO CONVERT SUPERVOTING SHARES
SUDBURY, MASSACHUSETTS, December 13, 1996 -- Symbollon Corporation
(NASDAQ:SYMBA, SYMBW, SYMBZ) today announced that the Company is requesting its
Class B Common Stockholders to voluntarily convert their outstanding shares of
the Class B Common Stock (having 5 votes per share) into an equal number of
shares of Class A Common Stock (having one vote per share), pursuant to the
existing one-for-one conversion rights of the Class B Common Stock. The purpose
of the request is to eliminate the supervoting rights attendant to the Class B
Common Stock. The Class B shares represent 77.6% of the votes eligible to be
cast by Company's stockholders. If all of the Class B Common Stock is converted,
the converted Class B shares will represent 40.9% of the total voting power.
Dr. Jack Kessler, Chairman of the Board of the Company, said with regard the
Company's request that "the Company believes that conversion of the Class B
Common Stock, thereby eliminating that class's supervoting power, should broaden
the Company's exposure in the investment community. Members of the Board of
Directors who in the aggregate own, or control, 90.7% of the outstanding shares
of Class B Common Stock have indicated their intention to convert their shares
as part of this request. If all of the Class B Common Stock is converted, the
voting power of the Board members will be reduced from 71.5% to 40.2%.
Ultimately, by converting the Class B Common Stock, voting control of the
Company will be shifted from the Board of Directors to the shareholders as a
whole."
The Class B Common Stockholders will have until January 15, 1997 to elect to
convert pursuant to the Company's request. At least 98% of the outstanding
shares of Class B Common Stock must elect to be converted in order for the
Company to process the conversions pursuant to its request. There can no
assurances that the Company will receive conversion elections from the required
percentage of shares of Class B Common Stock.
----------------------------
Symbollon Corporation is engaged in research and development of proprietary
sterilants, disinfectants, antiseptics and sanitizers designed to kill a broad
spectrum of microorganisms while remaining safe to both people and the
environment.
####
<PAGE>
