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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
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Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 3)
UroMed Corporation
(Name of the Issuer)
6% CONVERTIBLE SUBORDINATED NOTES DUE OCTOBER 15, 2003
(Title of Class of Securities)
917274AC6
917274AA0
U9153EAA0
(CUSIP Numbers of Class of Securities)
------------------------------------
Paul J. Murphy
Chief Financial Officer
UroMed Corporation
64 A Street
Needham, MA 02194
(781) 433-0033
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
Copy to:
John R. Utzschneider, Esq.
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
(617) 951-8852
------------------------------------
September 23, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE: PREVIOUSLY PAID.
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UroMed Corporation, a Massachusetts corporation (the "Company"),
hereby amends and supplements its Issuer Tender Offer Statement on Schedule
13E-4, originally filed with the Securities and Exchange Commission (the
"Commission") on September 23, 1998, as amended by Amendment No. 1 thereto,
filed with the Commission on September 25, 1998, and Amendment No. 2 thereto,
filed with the Commission on October 1, 1998 (as so amended, the "Statement")
in connection with an offer to purchase (the "Tender Offer") by the Company
of up to $40.0 million aggregate principal amount of its 6% Convertible
Subordinated Notes due October 15, 2003 (the "Notes"). This amendment
constitutes Amendment No. 3 to the Statement. Pursuant to General Instruction
E to Schedule 13E-4, information previously disclosed in the Statement is
omitted from this Amendment No. 3.
ITEM 1.
(b) The Tender Offer expired by its terms at 5:00 p.m., New York
City time, on October 21, 1998. Notes were tendered pursuant to the Tender
Offer in an aggregate principal amount equal to $34,924,000, all of which
were accepted and purchased by the Company. The Notes were purchased for $450
per $1,000 principal amount of Notes, plus accrued and unpaid interest from
October 15, 1998 up to, but not including, the date of payment.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
99.1. Offer to Purchase dated October 1, 1998.***
99.2. Form of Letter of Transmittal.*
99.3. Form of Notice of Guaranteed Delivery.*
99.4. Form of Letter to Holders of 6% Convertible Subordinated Notes due
October 15, 2003.*
99.5. Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
99.6. Form of Letter to Clients.*
99.7. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
99.8. Press Release issued on September 23, 1998.*
99.9. Supplement, dated September 23, 1998, to Offer to Purchase
dated September 23, 1998.**
99.10. Press release issued on October 22, 1998.
- -----------
* Previously filed as an exhibit to Schedule 13E-4 filed by the Company with
the Securities and Exchange Commission on September 23, 1998.
** Previously filed as an exhibit to Amendment No. 1 to Schedule 13E-4 filed
with the Securities and Exchange Commission on September 25, 1998.
*** Previously filed as an exhibit to Amendment No. 2 to Schedule 13E-4 filed
with the Securities and Exchange Commission on October 1, 1998.
</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.
Dated: October 27, 1998 UroMed Corporation
By /s/ Paul J. Murphy
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Name: Paul J. Murphy
Title: Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
99.1. Offer to Purchase dated October 1, 1998.***
99.2. Form of Letter of Transmittal.*
99.3. Notice of Guaranteed Delivery.*
99.4. Form of Letter to Holders of 6% Convertible Subordinated Notes due October 15, 2003.*
99.5. Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
99.6. Form of Letter to Clients.*
99.7. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
99.8. Press Release issued on September 23, 1998.*
99.9. Supplement, dated September 23, 1998, to Offer to Purchase dated
September 23, 1998.**
99.10. Press release issued on October 22, 1998.
- -----------
* Previously filed as an exhibit to Schedule 13E-4 filed by the Company with
the Securities and Exchange Commission on September 23, 1998.
** Previously filed as an exhibit to Amendment No. 1 to Schedule 13E-4 filed
with the Securities and Exchange Commission on September 25, 1998.
*** Previously filed as an exhibit to Amendment No. 2 to Schedule 13E-4 filed
with the Securities and Exchange Commission on October 1, 1998.
</TABLE>
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Exhibit 99.10
[LOGO]
FOR IMMEDIATE RELEASE www.uromed.com
Contact:
Kristen Galfetti Domenic Micale
Manager of Investor Relations Director of Finance
UroMed Corporation UroMed Corporation
Tel: (781) 433-0033 x329 Tel: (781) 433-0033 x247
UROMED CORPORATION COMPLETES SUCCESSFUL CASH TENDER OFFER FOR
$34.9 MILLION OF ITS 6% CONVERTIBLE SUBORDINATED NOTES DUE
OCTOBER 15, 2003
NEEDHAM, MA October 22, 1998 -- UroMed Corporation (NASDAQ:URMDC)
announced today that it has successfully completed its self tender offer (the
"Offer") and purchased $34.9 million aggregate principal amount of its 6%
Convertible Subordinated Notes due October 15, 2003 (the "Notes"). The
maximum amount of the Offer was $40.0 million principal amount of notes and
noteholders tendered approximately $34.9 million principal amount of notes,
all of which were purchased by the Company.
The Offer expired at 5:00 p.m. New York City time on October 21, 1998.
The purchase price of the Notes per $1,000 principal amount was $450 plus
accrued and unpaid interest from October 15, 1998 up to, but not including,
the date of payment. Paine Webber Incorporated was the dealer manager for the
Offer.
John G. Simon, UroMed's chairman of the board and chief executive
officer, commented, "We believe that the completion of a successful tender
offer is positive for all concerned. The purchase of $34.9 principal amount
of the Notes, in conjunction with our stock buyback program, more
appropriately aligns our capital structure to our present operational
profile. Additionally, this successful transaction should provide the Company
greater flexibility in managing its operations and in financing its business."
UroMed, founded in October 1990, is dedicated to establishing itself as
a leader in the development of male and female healthcare products. UroMed
has developed or acquired technology in three core areas: prostate cancer,
urinary incontinence, and breast cancer. UroMed's direct hospital-based
business lines include its CaverMap Surgical Aid, intended to aid physicians
in preserving vital nerves during prostate cancer surgery, its Iodine125
prostate cancer brachytherapy seeds (not yet commercially available), its
brachytherapy introducer needles, and AlloSling and BEACON Technology System,
minimally invasive incontinence surgical lines. UroMed's office-based
continuum of continence care product lines include the Reliance--Registered
Trademark-- Insert, the INTROL--Registered Trademark-- Bladder Neck Support
Prosthesis, and the Impress Softpatch, for which the company is seeking
marketing
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partnership(s). In breast cancer screening, UroMed, through its Assurance
Medical group, is developing its investigational BreastExam--TM--,
BreastCheck--TM-- and BreastView--TM-- electronic palpation technology in
order to aid physicians and patients in the important mission of finding
suspicious breast lumps earlier. UroMed also continues to dedicate resources
to the development and/or acquisition of product lines that fit into UroMed's
strategic platform.
INTROL--Registered Trademark-- Bladder Neck Support Prosthesis and
Reliance--Registered Trademark-- Urinary Control Insert are registered
trademarks of UroMed Corporation. Impress--TM-- Softpatch, PelvicFlex--TM--
Personal Trainer Video, BEACON Technology System--TM--, BreastCheck--TM--,
BreastExam--TM--, BreastView--TM--, CaverMap--TM-- Surgical Aid and
AlloSling--TM-- Fascia are trademarks of UroMed Corporation.
