===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
HELLO DIRECT, INC.
(Name of Subject Company)
GN ACQUISITION CORPORATION
GN GREAT NORDINC LTD.
(Offerors)
Common Stock, Par Value, $0.001 per Share
(Title of Class of Securities)
-----------------------
423402106
(Cusip Number of Class of Securities)
Jorn Kildegaard
c/o John A. Bick, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
John A. Bick, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
[X] 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. [ ]
===============================================================================
<PAGE>
FOR IMMEDIATE RELEASE
---------------------
<TABLE>
CONTACT:
<S> <C> <C>
Hello Direct: GN Netcom, Inc.: Financial Relations Board:
Kip Witter Dean Kacos Christina Carrabino (general info)
Chief Financial Officer Chief Financial Officer James Hoyne (analyst contact)
(408) 363-6158 (603) 594-4763 (415) 986-1591
</TABLE>
GN NETCOM SIGNS AGREEMENT TO ACQUIRE HELLO DIRECT
Copenhagen, Denmark--October 4, 2000--GN Netcom, a leader in hands-free
communications technologies with headquarters in Copenhagen, Denmark, announced
today it has entered into a definitive merger agreement to acquire Hello
Direct, Inc. (Nasdaq: HELO), a leading developer and business-to-business
direct marketer of desktop telephony and equipment interface products. GN
Netcom is a wholly owned subsidiary of GN Great Nordic Ltd.
Under the terms of the agreement, GN Netcom will acquire all outstanding shares
of Hello Direct common stock for $16.40(USD) per share. GN Great Nordic
(through a wholly-owned subsidiary of GN Netcom) will begin a tender offer on
or about October 11, 2000, to purchase all outstanding common stock of Hello
Direct at $16.40(USD) per share, net to the seller in cash (excluding any
taxes). Hello Direct's board of directors has unanimously agreed to recommend
that its stockholders accept the offer and tender their shares. The tender
offer is scheduled to close on or about November 8, 2000, but may be extended
by GN Great Nordic under certain circumstances.
The consummation of the tender offer is conditioned, among other things, on
shares representing at least the majority of all outstanding Hello Direct
shares on a fully diluted basis having been properly tendered to GN Great
Nordic in the tender offer. Once the tender offer is completed, the GN Great
Nordic subsidiary will be merged into Hello Direct and all remaining shares not
tendered in the tender offer will be converted into the right to receive an
amount in cash per share equal to the price paid in the tender offer, without
interest thereon. Hello Direct will operate as a strategic business unit of GN
Netcom. A meeting of Hello Direct stockholders to approve the merger will be
held only if GN Great Nordic holds fewer than 90 percent of the outstanding
shares after completion of the tender offer. The transaction is subject to
other customary conditions, including receipt of regulatory approvals.
Founded in 1987 and headquartered in San Jose, California, Hello Direct is a
leading developer and business-to-business direct marketer of desktop telephony
solutions, including headsets, audio and video conferencing equipment, wireless
and related equipment interface solutions. Hello Direct's sales are primarily
in North America, where its products are marketed through three main channels:
its well-respected desktop telephony-based catalogs; a rapidly growing
<PAGE>
-more-
outbound telemarketing group; and an award-winning Internet web site, a leading
online source for telecommunications information, products and services.
Through this acquisition, GN Netcom will play a pivotal role in the continued
growth of Hello Direct by providing capital and strong global distribution
channels, as well as enabling the transference of technology. Hello Direct will
also benefit from GN Netcom's existing international marketing and sales
infrastructure, and gain access to other GN Netcom resources. This acquisition
allows the merged companies to more aggressively pursue their growth
initiatives: accelerating e-commerce development, intensifying technology and
product development, and accelerating international expansion.
About GN Netcom
GN Netcom is a world leader in hands-free communications technologies.
Specializing in the design and manufacture of high-quality telephone headsets,
voice input devices, remote voice pickup, and related products, the Company
offers a broad product line that defines the state-of- the-art for both
traditional corded and wireless solutions. By working in close partnership with
customers, GN Netcom has become a leading provider of hands-free solutions to
the call center, general office, mobile and PC applications markets in North
America, Europe, and Asia-Pacific. GN Netcom has production facilities in the
United States and Europe, and cooperates with distributors in more than 60
countries around the world. In August 2000, GN Netcom acquired San Diego-based
JABRA Corporation, the leading and fastest-growing supplier of advanced
hands-free headset/earset products for cellular, desktop and computer
applications in the United States.
GN Netcom is part of GN Great Nordic, a Danish based group of companies in the
technology sector. The GN Great Nordic Group is traded on the Copenhagen Stock
Exchange (Reuters: GNTC.CO; Bloomberg: TELN DC) and the London Stock Exchange.
About Hello Direct
Hello Direct, Inc. (Nasdaq: HELO) is a leading developer and business to
business direct marketer of desktop telephony and equipment interface
solutions, including headsets, teleconferencing, wireless, and related desktop
products. Through a combination of distinctive catalogs, outbound
telemarketing, and Internet sales channels, the company offers a broad
selection of commercial grade solutions to its customers' evolving
communications needs. For more information on Hello Direct, Inc., please visit
www.hellodirect.com, the leading online source of telecommunications
information, products, and services.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of the company. At the time the offer is commenced, GN
Great Nordic Ltd. and GN Acquisition Corporation will file a tender offer
statement with the U.S. Securities and Exchange Commission and Hello Direct
will file a solicitation/recommendation statement with respect to the offer.
The tender offer statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the solicitation/recommendation
statement will contain important information, which
<PAGE>
-more-
should be read carefully before any decision is made with respect to the offer.
The offer to purchase, the related letter of transmittal and certain other
offer documents, as well as the solicitation/recommendation statement, will be
made available to all shareholders of the company at no expense to them. The
tender offer statement (including the offer to purchase, the related letter of
transmittal and all other offer documents filed with the Commission) and the
solicitation/recommendation statement will also be available for free at the
Commission's website at www.sec.gov.
Except for the historical information contained herein, the matters discussed
in this press release may constitute forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those projected. Neither GN Netcom nor Hello Direct assumes any obligation
to update information contained in this press release.
# # #
