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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
(Final Amendment)
HELLO DIRECT, INC.
(Name of Subject Company)
GN ACQUISITION CORPORATION
GN GREAT NORDIC LTD.
(Offerors)
Common Stock, Par Value $0.001 per Share
(Title of Class of Securities)
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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
[ ] 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. [X]
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<PAGE>
This Final Amendment ("Final Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (the "Schedule TO") originally filed with the
SEC on October 11, 2000, by GN Acquisition Corporation, a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of GN Great Nordic Ltd.,
a Danish corporation ("Great Nordic"), as amended by Amendment No. 1 to the
Schedule TO filed with the SEC on October 26, 2000, and Amendment No. 2 to the
Schedule TO filed with the SEC on October 27, 2000, relating to the offer by
Purchaser to purchase all of the outstanding shares of common stock, par value
$0.001 per share (the "Shares") of Hello Direct, Inc., a Delaware corporation
(the "Company"), at a price of $16.40 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated October 11, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and
(a)(2), respectively to the Schedule TO.
All capitalized terms used in this Final Amendment without definition have
the meanings attributed to them in the Schedule TO.
The items of the Schedule TO set forth below are hereby amended and
supplemented as follows:
Item 11. Additional Information.
Item 11 is hereby amended and supplemented by adding to the end thereof
the following:
"The Offer expired at 12:00 midnight, New York City time, on Tuesday,
November 7, 2000. Based on a preliminary count by the Depositary, as of
midnight, New York City time, on Tuesday, November 7, 2000, 4,986,000
Shares were validly tendered pursuant to the Offer, representing
approximately 93.6% of the Shares outstanding. Pursuant to the Offer,
Purchaser has accepted for payment all such Shares validly tendered
according to the terms of the Offer. A copy of the press release, dated
November 8, 2000, issued by GN Netcom, Inc. announcing the completion of
the tender offer is attached hereto as Exhibit (a)(9) and is incorporated
by reference."
Item 12. Materials to be Filed as Exhibits.
Item 12 is hereby amended and supplemented by adding the following
exhibit:
"(a)(9) Text of Press Release issued by GN Netcom, Inc. on November 8,
2000."
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 8, 2000
GN ACQUISITION CORPORATION
By: /s/ P. Michael Fairweather
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Name: P. Michael Fairweather
Title: Treasurer and Secretary
GN GREAT NORDIC LTD.
By: /s/ Jorgen Lindegaard
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Name: J0rgen Lindegaard
Title: President and Chief Executive
Officer
By: /s/ Jorn Kildegaard
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Name: J0rn Kildegaard
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit
No.
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(a)(9) Text of Press Release issued by GN Netcom, Inc. on November 8, 2000.
