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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
OPAL, INC.
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(Name of Subject Company)
OPAL, INC.
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(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
683474-10-0
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(CUSIP Number of Class of Securities)
HENRY SCHWARZBAUM
CHIEF FINANCIAL OFFICER, VICE PRESIDENT
OF FINANCE AND SECRETARY
3203 SCOTT BOULEVARD
SANTA CLARA, CA 95054
(408) 727-6060
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
THOMAS P. STORER, P.C. STANLEY KOMAROFF, ESQ. YEHUDA M. LEVY, ADV.
GOODWIN, PROCTER & HOAR LLP PROSKAUER ROSE GOETZ GOLDFARB, LEVY, ERAN & CO.
EXCHANGE PLACE & MENDELSOHN LLP 2 IBN GVIROL STREET
BOSTON, MA 02109 1585 BROADWAY TEL-AVIV 64077 ISRAEL
(617) 570-1000 NEW YORK, NY 10036 011-972-3-695-4343
(212) 969-3000
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This Amendment No. 1 amends the Solicitation/Recommendation Statement
on Schedule 14D-9 filed on November 26, 1996 (the "Schedule 14D-9") by Opal,
Inc., a Delaware corporation (the "Company"), relating to the tender offer
being made by Orion Corp. I, a Delaware corporation (the "Purchaser"), and a
wholly owned subsidiary of Applied Materials, Inc., a Delaware corporation
("Parent"), to purchase all of the outstanding shares of common stock, par
value $.01 per share, of the Company. Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings given such
terms in the Schedule 14D-9.
Item 8. Additional Information to be Furnished
Item 8 is hereby amended to add as follows:
UNITED STATES ANTITRUST
At 11:59 p.m., New York City time, on December 11, 1996, the waiting
period under the HSR Act applicable to the Offer expired.
GERMAN ANTITRUST
On December 18, 1996, the German Federal Cartel Office announced that
it did not object to Parent's proposed acquisition of the Company.
ISRAELI RESTRICTIVE TRADE PRACTICES
On December 5, 1996, the Israeli Comptroller of Restrictive Trade
Practices (the "Comptroller") approved Parent's proposed acquisition of the
Company. On December 10, 1996, a notice of such approval was published in two
newspapers in Israel pursuant to applicable Israeli law and, as a result of
such publication, a 30-day period during which third parties may appeal the
Comptroller's decision to approve the proposed transaction was commenced. Such
30-day period expires on January 9, 1997.
ISRAELI CHIEF SCIENTIST OFFICE
On December 16, 1996, the Office of the Chief Scientist at the
Ministry of Industry and Trade of the State of Israel (the "OCS") approved
Parent's acquisition of control over the Company. Certain customary
restrictions are applicable to any future transfer of the know-how and
technology developed in the course of the OCS-funded research and development
programs and the manufacturing rights with respect thereto.
ISRAELI INVESTMENT CENTER
On December 11, 1996, the Investment Center of the Ministry of
Industry and Trade of the State of Israel advised Parent and the Company that
it did not object to Parent's proposed acquisition of the Company.
ISRAELI SECURITIES AUTHORITY
On December 5, 1996, the Israeli Securities Authority granted Parent
an exemption from the prospectus publication requirements under Israeli
securities laws in connection with the treatment of Company Options in the
Merger, subject to certain customary conditions.
ISRAELI TAX AUTHORITIES
On December 22, 1996, the Israeli Tax Authorities approved the
various requests made by Parent and Opal Technologies regarding the
treatment of Company Options in the Merger and certain other related matters.
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SIGNATURE
After reasonable 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.
OPAL, INC.
By: /s/ Henry Schwarzbaum
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Henry Schwarzbaum
Chief Financial Officer, Vice President
of Finance and Secretary
Dated: December 23, 1996
