As filed with the Securities and Exchange Commission on May 17, 2000
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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)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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MEDIS EL LTD.
(Name of Subject Company)
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MEDIS TECHNOLOGIES LTD.
(Name of Filing Person-Offeror)
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ORDINARY SHARES, PAR VALUE 0.1 NIS PER SHARE
(Title of Class of Securities)
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M6879H 10 3
(Cusip Number of Class of Securities)
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ROBERT K. LIFTON, Chairman of the Board
MEDIS TECHNOLOGIES LTD.
805 Third Avenue
New York, New York 10022
(212) 935-8484
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
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Copy To:
ELLIOT BRECHER, ESQ.
STEPHEN E. FOX, ESQ.
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
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CALCULATION OF FILING FEE
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Transaction Valuation: $92,745,135(1) Amount of Filing Fee: $18,541.83
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(1) Estimated solely for purposes of calculating the amount of the filing fee.
This amount assumes the issuance of 5,297,667 shares of the common stock,
par value $0.01 of Medis Technologies Ltd. ("MTL"), a Delaware
corporation, in exchange for all outstanding shares of Medis El Ltd., an
Israeli corporation, not beneficially owned by MTL. The value of the
transaction, calculated in accordance with Regulation 240.0-11 of the
Securities Exchange Act of 1934, as amended, is based upon the average of
the bid and asked price of Medis El Ltd. as of April 18, 2000. The amount
of the filing fee, calculated pursuant to the same regulation, equals
1/50th of one percent of the value of the transaction.
|X| Check the 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: $8,097.08
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Form or Registration No.: Form S-1 (333-83945)
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Filing Party: Medis Technologies Ltd.
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Date Filed: July 28, 2999, December 29, 1999, February 11, 2000 and
March 16, 2000
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|_| Check the box if the filing related 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.
|_| 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: |_|
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on April 24, 2000,
by Medis Technologies Ltd., a Delaware corporation ("Purchaser"), relating to
the offer by the Purchaser to exchange 1.37 shares of the Purchaser's common
stock, par value $.01 per share, for each outstanding ordinary share, par value
NIS 0.1 per share, of Medis El Ltd., an Israeli corporation, not owned by the
Purchaser, upon the terms and subject to the conditions set forth in the
prospectus dated April 24, 2000 and in the related Letter of Transmittal.
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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.
Date: May 17, 2000
MEDIS TECHNOLOGIES LTD.
By: /s/ ROBERT K. LIFTON
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Robert K. Lifton
Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
The following Item (a)(7) is hereby added to the Exhibit Index.
EXHIBIT
NO. DESCRIPTION
(a)(7) Text of Press Release, dated May 17, 2000
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[LETTERHEAD OF KCSA PUBLIC RELATIONS WORLDWIDE]
FOR: MEDIS TECHNOLOGIES LTD.
CONTACT: Robert K. Lifton
(212) 935-8484
KCSA Joseph A. Mansi
CONTACT: (212) 682-6300, Ext. 205
[email protected]
www.kcsa.com
FOR IMMEDIATE RELEASE
NEW YORK, May 17, 2000 - Medis Technologies Ltd. announced today with respect to
its offer to exchange 1.37 of its shares for each share of Medis El Ltd.
(NASDAQ: MDSLF) that tenders received to date, together with the 64% of Medis El
it already owns, well exceeds the minimum of 80% ownership which was a condition
of the completion of the exchange offer.
Although the exchange offer is scheduled to expire on May 22, 2000,
because of apparent brokerage and back office delays in distributing exchange
offer documentation, Medis Technologies is extending the expiration date of the
exchange offer to June 5, 2000 at 5pm NYC time to accommodate additional Medis
El shareholders who may wish to tender their shares.
Medis Technologies anticipates that its common stock will be listed on the
NASDAQ Small Cap Market under the symbol MDTL upon the completion of the
exchange offer.
Medis El, founded in 1992, is an Israeli corporation seeking to operate as
a greenhouse for the development of highly advanced, innovative, proprietary
technology products which it intends to license, sell or joint venture with
large international corporations. Its products, in varying stages of
development, include the CellScan, fuel cell technology, toroidal engine and
compressor, stirling cycle linear compressor, reciprocating electrical machine,
direct current regulating device and water technologies.
This release is available on the Medis El website at www.medisel.com.
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# # #
This report may contain forward-looking statements which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve risk and uncertainties, including,
but not limited to, the successful completion of product development, the
success of product tests, commercialization risks, availability of financing and
results of financing efforts. Further information regarding these and other
risks is described from time to time in the Company's filings with the SEC.
This release and prior releases are available on the KCSA Public Relations
website at www.kcsa.com.
