SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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HELLO DIRECT, INC.
(Name of subject Company)
HELLO DIRECT, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
423402106
(Cusip Number of Class of Securities)
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E. ALEXANDER GLOVER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HELLO DIRECT, INC.
5893 RUE FERRARI
SAN JOSE, CALIFORNIA 95138
(408) 972-1990
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person Filing Statement)
Copies to:
Dean Witter III
Chief Financial Officer & Secretary
Hello Direct, Inc.
5893 Rue Ferrari
San Jose, California 95138
(408) 363-6158
Gregory C. Smith, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 220
Palo Alto, California 94301
(650) 470-4500
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") filed with the Securities and Exchange Commission (the "SEC") on
October 11, 2000, by Hello Direct, Inc., a Delaware corporation (the
"Company") relating to the offer by GN Acquisition Corporation, a Delaware
corporation (the "Purchaser") and an indirect, wholly owned subsidiary of
GN Great Nordic Ltd., a corporation formed under the laws of Denmark
("Great Nordic" or "Parent"), to purchase all outstanding shares of common
stock, par value $0.001 per share of the Company at a purchase price of
$16.40 per share, net to the seller in cash (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase,
dated October 11, 2000, included in the Purchaser's Tender Offer Statement
on Schedule TO, as amended, originally filed with the SEC on October 11,
2000, and in the related Letter of Transmittal.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The information set forth in the twenty-second and twenty-third
paragraphs of Item 4(b) is hereby amended and supplemented in its entirety
to read as follows:
"On September 29, 2000, also in response to the Company's
requests to submit revised proposals, the other party again
proposed a stock-for-stock transaction at a nominal value of
$17.00 per share. In this revised proposal the other party
proposed to reduce (but not eliminate) the proposed delay in the
announcement and consummation of the proposed transaction, and to
reduce the termination fee payable in the event of termination of
the transaction. However, in all other material respects, the
proposal remained subject to the same conditions as the other
party's September 18, 2000 proposal.
At a meeting held on September 30, 2000, the Board of
Directors of the Company considered the alternative transaction
structures available. The primary proposals that the board
considered were GN Netcom's proposed $16.40 per share cash offer,
and the other party's proposed stock-for-stock transaction with a
nominal value of $17.00 per share. The Board of Directors of the
Company determined that there was meaningful risk that the nominal
$17.00 value would not ultimately be realized, based on many
factors, including:
o the proposed delay in the announcement and
consummation of the transaction;
o proposed collar mechanisms in the other party's
offer which would expose the Company's stockholders
to the risk of a decline in the other party's stock
price;
o other uncertain terms and conditions contained in
the proposal; and
o the potential reduction in the purchase price based
on fees and expenses incurred in the transaction.
In addition, the Board of Directors of the company
considered the volatility of the stock of the other party and the
associated investment risks for the Company's stockholders in the
event that they were to receive stock of that other party.
Finally, the Board of Directors of the Company considered the risk
that the Company might be unable to complete a business
combination that would qualify for a pooling of interests
accounting treatment, since such treatment was a condition of the
other party's indication of interest.
After consultation with its advisors, the Board of
Directors of the Company confirmed its preference for an all cash
deal. Negotiations between the Company and Great Nordic continued
through October 3, 2000, culminating in the Company and Great
Nordic agreeing upon a form of definitive agreement to be
presented for review by the Company's Board of Directors at a
meeting scheduled for October 3, 2000."
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
HELLO DIRECT, INC.
By: /s/ E. Alexander Glover
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Name: E. Alexander Glover
Title: President and Chief
Executive Officer
Dated: October 27, 2000
