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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. 1)
CSI COMPUTER SPECIALISTS, INC.
(Name of Subject Company)
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Interactive Systems, Inc.
Mr. Donald C. Weymer
(Name of Filing Person -- Offeror)
Common Stock, Par Value $0.001 Per Share
(Title of Classes of Securities)
12631103
(CUSIP Number of Class of Securities)
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Robert V. Windley
CSI Computer Specialists, Inc.
904 Wind River Lane, Suite 100
Gaithersburg, Maryland 63101
(301) 921-8860
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of
the person filing statement)
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With a copy to:
Denise R. Brown, Esq.
Shaw Pittman
2300 N Street, N.W.
Washington, DC 20037
(202) 663-8000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$2,520,888 $504.18
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 2,520,888 shares of common stock, par value
$0.001 per share (the "Common Shares"), at a price per Common Share of $1.00
cash. Such number of Common Shares represents the fully diluted number of
Common Shares outstanding as of April 24, 2000, less the number of Common
Shares already beneficially owned by Mr. Donald C. Weymer, Interactive
Systems, Inc.'s Chief Executive Officer, President, a Director and 98%
shareholder.
[X] 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: $504.18 Filing Party: Interactive Systems, Inc.
Form or Registration No.: Schedule TO Date Filed: April 26, 2000
[ ] 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.
[ ] 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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<PAGE>
- 6 -
This Amendment No. 1 (the "Amendment") amends and supplements the Tender Offer
Statement on Schedule TO filed by Interactive Systems, Inc. ("ISI"), relating to
the offer by ISI to purchase all of the outstanding shares of Common Stock, par
value $0.001 per share (the "Common Shares"), of CSI Computer Specialists, Inc.
(the "Company") at a purchase price of $1.00 per Common Share, net to the seller
in cash (less any required withholding taxes), upon the terms and subject to the
conditions set forth in the offer to purchase, dated April 26, 2000 (the "Offer
to Purchase") and in the related letter of transmittal (the "Letter of
Transmittal," which, together with the Offer to Purchase, as amended or
supplemented from time to time, collectively constitute the "Offer"), copies of
which were previously filed as Exhibits (a)(1) and (a)(2) to the Schedule TO. By
this Amendment, Mr. Donald C. Weymer has been added as a bidder. Capitalized
terms not defined herein have the meanings assigned thereto in the Schedule TO,
including the Offer to Purchase.
ITEMS 1 THROUGH 9, 11 AND 13.
Items 1 through 9, 11 and 13 of the Schedule TO, which are incorporated
by reference to the information contained in the Offer to Purchase, are hereby
amended as follows:
(1) The following language is hereby added to "SUMMARY OF THE OFFER" after
the second sentence under "CAN THE OFFER BE EXTENDED AND HOW WILL I BE
NOTIFIED IF THE OFFER IS EXTENDED?" on page iii of the Offer to
Purchase:
"The Offer must be extended for five business days in the event that
there is a material change to the terms of the Offer and ten business
days if there is a change in price, amount of Common Shares sought,
dealer's soliciting fee, or other similar significant change."
(2) The following language is hereby added to "SUMMARY OF THE OFFER" after
the first sentence under "ARE THERE ANY CONDITIONS TO THE OFFER?" on
page iii of the Offer to Purchase:
"All of the conditions to the Offer, other than necessary government
approvals, must either be satisfied or waived prior to the expiration
of the Offer."
(3) The following language is hereby added to "SUMMARY OF THE OFFER" after
the first sentence under "WHAT DOES THE COMPANY'S BOARD OF DIRECTORS
THINK OF THE OFFER?" on page iv of the Offer to Purchase:
"In addition to evaluating these substantive factors, the Company's
Board of Directors also considered retaining a financial advisor to
determine the fairness of the transaction to the unaffiliated
stockholders. The Company's Board of Directors ultimately decided that,
given the Company's poor financial condition, it would not be in the
best interests of the Company or its stockholders to incur the cost of
a financial advisor. The Company's Board of Directors believes that its
evaluation process was a fair one because it involved one independent
director who is not employed by the Company, owns no Common Shares and,
thus, cannot participate in the Offer. The Company's Board of Directors
took no other steps to ensure the procedural and substantive fairness
of the transaction to the unaffiliated stockholders."
(4) The following new bullet point is hereby added to "SUMMARY OF THE
OFFER" immediately after the first bullet point under "WILL THERE BE A
SUBSEQUENT OFFERING PERIOD?" on page iv of the Offer to Purchase:
" - If we elect to provide a subsequent offering period, we will
amend the Offer and disseminate the new information to the
Company's stockholders at least five business days before the
expiration of the Offer. See Section 1, page 9 for additional
information."
(5) The following new bullet point is hereby added to "SUMMARY OF THE
OFFER" as the last bullet point under "WILL THERE BE A SUBSEQUENT
OFFERING PERIOD?" on page iv of the Offer to Purchase:
" - We will immediately accept and promptly pay for all Common Shares as they
are tendered in the subsequent offering period. See Section 1, page 9 for
further details."
(6) The following language is hereby added to the end of the next to the
last paragraph under "SPECIAL FACTORS - BACKGROUND OF THE OFFER" on
page 4 of the Offer to Purchase:
"In addition, the Company advised us that its Board of Directors also
considered retaining a financial advisor to determine the fairness of
the transaction to the unaffiliated stockholders of the Company. The
Company advised us that its Board of Directors ultimately decided that,
given the Company's poor financial condition, it would not be in the
best interests of the Company or its stockholders to incur the cost of
a financial advisor. The Company informed us that its Board of
Directors believes that its evaluation process was a fair one because
it involved one independent director, Mr. David A. Chappell, who is not
employed by the Company, owns no Common Shares and, thus, cannot
participate in the Offer (see "Special Factors - Interests of Certain
Persons," pages 5 and 6). Finally, the Company advised us that its
Board of Directors took no other steps to ensure the procedural and
substantive fairness of the transaction to the unaffiliated
stockholders."
(7) The last paragraph under "SPECIAL FACTORS - PURPOSE AND PLANS" on page 5 of
the Offer to Purchase is hereby deleted in its entirety and replaced with the
following:
"This Offer was not designed to be a "going private transaction" under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
because each class of the equity securities of the Company is already
held by less than 300 holders of record. In addition, the Company has
advised us that it does not intend to file a Form 15 to terminate its
registration under the Exchange Act unless all of the Common Shares are
tendered pursuant to the Offer. If there is full participation in the
Offer, the Company and ISI will take the appropriate steps to delist
the Common Shares from the OTCBB. On the other hand, if all of the
Common Shares are not tendered, the Company intends to remain a public
company and to continue to file periodic reports, and to satisfy the
other requirements under the Exchange Act, so that the Common Shares
will remain listed on the OTCBB. Under the rules of the OTCBB, the
Company must remain a reporting company under the Exchange Act in order
for the Common Shares to remain listed on the OTCBB."
(8) The language under "THE OFFER - TERMS OF THE OFFER - SUBSEQUENT OFFERING
PERIOD" (Section 1) on page 9 of the Offer to Purchase is hereby deleted in its
entirety and replaced with the following:
"We reserve the right, in accordance with the rules and regulations of
the SEC, to provide a subsequent offering period of three business days
to 20 business days after the expiration of the initial offering period
and our purchase of the Common Shares tendered. A subsequent offering
period would give the Company stockholders who do not tender in the
initial offering period another opportunity to tender their Common
Shares and receive the same Offer price. If we elect to provide a
subsequent offering period, we will amend the Offer and disseminate the
new information to the Company's stockholders at least five business
days before the expiration of the initial offering period. We will
announce the results of the Offer, including the approximate number and
percentage of Common Shares deposited to date, no later than 9:00 a.m.,
Eastern Time, on the next business day after the Expiration Date and
immediately begin the subsequent offering period. During the subsequent
offering period, Company stockholders will not have the right to
withdraw the Common Shares previously tendered or tendered during the
subsequent offering period. We will also immediately accept and
promptly pay for all Common Shares as they are tendered in the
subsequent offering period."
(9) The third to the last paragraph under "THE OFFER - CONDITIONS TO THE OFFER"
(Section 10) on page 21 of the Offer to Purchase is hereby deleted in its
entirety and replaced with the following:
"The foregoing conditions are for the sole benefit of ISI. ISI may
assert the failure of any of the conditions which, in the reasonable
judgment of ISI in any such case, and regardless of the circumstances
(other than any circumstance arising solely by any action or inaction
by ISI) giving rise to any such failure, makes it inadvisable to
proceed with such acceptance for payment. The conditions may be waived
by ISI in whole or in part at any time. The failure by ISI at any time
to exercise any of the foregoing rights shall not be deemed a waiver of
any such right, and each such right shall be deemed an ongoing right
that may be asserted at any time."
(10) The following new paragraph is hereby added immediately before the last
paragraph under "THE OFFER CONDITIONS TO THE OFFER" (Section 10) on
page 21 of the Offer to Purchase:
"All of the conditions to the Offer, other than necessary government
approvals, must either be satisfied or waived prior to the expiration
of the Offer."
ITEM 11. ADDITIONAL INFORMATION.
On May 9, 2000, ISI and the Company issued a press release, the text of
which is attached hereto as Exhibit (a)(8).
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to include the following:
(a)(8) On May 9, 2000, ISI and the Company issued a press release,
the text of which is attached hereto as Exhibit (a)(8).
<PAGE>
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.
INTERACTIVE SYSTEMS, INC.
By /s/ DONALD C. WEYMER
Name: Donald C. Weymer
Title: President and Chief Executive Officer
MR. DONALD C. WEYMER
/s/ DONALD C. WEYMER
Dated: May 11, 2000
<PAGE>
EXHIBIT INDEX
(a)(8) Text of press release jointly issued by ISI and the Company,
dated May 9, 2000.
EXHIBIT (a) (8)
Interactive Systems, Inc. Extends Tender Offer for CSI Computer Specialists,
Inc.
Common Stock for $1.00 Per Share in Cash
Arlington, Virginia and Gaithersburg, Maryland, May 9, 2000 --
Interactive Systems, Inc. ("ISI") and CSI Computer Specialists, Inc. (OTCBB:
CSIS) today announced that, in connection with its tender offer for all of the
issued and outstanding shares of Common Stock (the "Common Shares") of CSI
Computer Specialists, Inc. at $1.00 per share, ISI has extended its tender offer
for all of the Common Shares. The tender offer, scheduled to expire at 5:00
p.m., Eastern Time, on May 23, 2000, is now scheduled to expire at 5:00 p.m.,
Eastern Time, on Wednesday, May 24, 2000, unless further extended.
As of the close of business on May 8, 2000, Continental Stock Transfer
& Trust Company, the Depositary for the tender offer, reported that 2,000 Common
Shares have been tendered and not withdrawn.
ISI confirms its intention to acquire the Common Shares in accordance
with the terms of the tender offer.
