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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 TO
(FINAL AMENDMENT)
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PREMISYS COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
ZHONE TECHNOLOGIES, INC.
ZHONE ACQUISITION CORP.
(BIDDERS)
Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(TITLE OF CLASS OF SECURITIES)
740584107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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Mory Ejabat
President and Chief Executive Officer
Zhone Technologies, Inc.
7677 Oakport Street, Suite 1040
Oakland, California 94621
(510) 777-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPY TO:
Scott N. Wolfe, Esq.
Latham & Watkins
701 "B" Street, Suite 2100
San Diego, California 92101
Telephone: (619) 236-1234
December 8, 1999
(DATE OF EVENT WHICH REQUIRES FILING STATEMENT ON SCHEDULE 13D)
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CUSIP NO. 740584107 14D-1 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ZHONE TECHNOLOGIES, INC., IRS ID # 94-3333763
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SEE ITEM 4.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,743,849
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
85.3%
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10 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 740584107 14D-1 PAGE 3 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ZHONE ACQUISITION CORP., IRS ID # 94-3343245
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SEE ITEM 4.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,743,849
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
85.3%
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10 TYPE OF REPORTING PERSON
CO
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This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") which relates to a tender offer by
Zhone Acquisition Corp., a Texas corporation ("Purchaser") and a wholly owned
subsidiary of Zhone Technologies, Inc., a Delaware corporation ("Parent"), to
purchase any and all outstanding shares of common stock, par value $.01 per
share (the "Common Stock"), of Premisys Communications, Inc., a Delaware
corporation (the "Company"), and all associated rights issued pursuant to the
Rights Agreement dated September 18, 1998 between the Company and ChaseMellon
Shareholder Services, L.L.C. (the "Associated Rights"), not currently directly
or indirectly owned by Purchaser or Parent, for a purchase price of $10.00 per
share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated October 27,
1999 (the "Offer to Purchase") and in the related Letter of Transmittal (the
"Letter of Transmittal" which, together with the Offer to Purchase, as each may
be amended and supplemented from time to time, constitute the "Offer"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
set forth in the Schedule 14D-1. This Amendment No. 4, also constitutes a
Statement on Schedule 13D of Purchaser and Parent with respect to the shares
beneficially owned by Purchaser and Parent.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The information in Item 5 is hereby amended and supplemented by adding
the following thereto:
The information in this Amendment No. 4 under Item 6 is incorporated
herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information in Item 6 is hereby amended and supplemented by adding
the following thereto:
Pursuant to the Offer, which expired at 12:00 midnight, New York City
time, on Tuesday, December 7, 1999, Purchaser acquired a total of 20,743,849
shares, representing approximately 85.3% of the outstanding shares of common
stock of the Company on a fully diluted basis. Purchaser intends to exercise the
option previously granted to it by the Company (the "Option") to purchase that
number of additional shares of the Company's common stock at a price of $10.00
per share necessary to increase Purchaser's ownership to one share greater than
90% of the outstanding shares of the Company's common stock immediately
following exercise of the Option.
Pursuant to the Merger Agreement, Purchaser intends to merge itself
with and into the Company in accordance with the Delaware General Corporation
Law and the Texas Business Combination Act as promptly as practicable (the
"Merger"). Following Purchaser's exercise of the Option, it will own a
sufficient amount of shares of the Company's common stock to enable it to effect
the Merger without a vote or meeting of the Company's stockholders. As a result
of the Merger, the Company will become a wholly owned subsidiary of Parent and
each outstanding share of common stock of the Company (other than shares held in
the treasury of the Company, shares owned by Parent, Purchaser or any other
direct or indirect wholly owned subsidiary of Parent or the Company, and shares
owned by stockholders who choose to dissent and demand appraisal rights of their
shares) shall be canceled, extinguished and converted into the right to receive
$10.00 per share in cash, without interest, less any applicable federal
withholding taxes.
The consummation of the Offer and the intention of the Purchaser to
exercise the Option was publicly announced in a press release issued by the
Parent on December 8, 1999, a copy of which is attached as Exhibit (a)(12)
hereto and is hereby incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The information in Item 11 is hereby amended and supplemented by adding
the following thereto:
(a)(12) -- Text of Press Release issued by Parent, dated December 8,
1999.
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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.
Dated: December 10, 1999 ZHONE ACQUISITION CORP.
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By: /s/ Mory Ejabat
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Name: Mory Ejabat
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Title: President and Chief Executive Officer
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ZHONE TECHNOLOGIES, INC.
By: /s/ Mory Ejabat
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Name: Mory Ejabat
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Title: President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(12)* -- Text of Press Release issued by Parent, dated December 8, 1999.
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*Filed herewith.
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ZHONE TECHNOLOGIES COMPLETES OFFER FOR
PREMISYS COMMUNICATIONS
OAKLAND, Calif., Dec. 8, 1999 -- Zhone Technologies, Inc. today announced that
its wholly owned subsidiary, Zhone Acquisition Corp., has accepted for payment
all shares of common stock of Premisys Communications, Inc. (NASDAQ: PRMS)
tendered pursuant to the tender offer for Premisys Communications that expired
at 12:00 midnight, New York City time, on Tuesday, December 7, 1999. A total of
20,844,150 shares were tendered in the offer (including 544,373 shares subject
to guarantees of delivery) representing approximately 85.7% of the outstanding
shares of common stock of Premisys Communications.
Based on its acceptance of at least 85%, but not 90%, of the outstanding shares
of Premisys common stock, Zhone intends to exercise the option previously
granted to it by Premisys to purchase sufficient additional shares at a price of
$10.00 per share to increase Zhone's ownership level to at least 90% of
Premisys' outstanding common stock. Following its purchase of shares pursuant to
the Premisys option, Zhone intends to effect a short-form merger in accordance
with Delaware and Texas law, pursuant to which it will acquire the balance of
the outstanding shares of Premisys common stock for the same consideration.
About Zhone Technologies, Inc.
Founded in September 1999 and based in Oakland, Calif., Zhone Technologies is a
new breed of equipment provider with a new vision of product development,
delivery, and support for telecommunications carriers worldwide. Starting with
an unprecedented $500 million in funding, Zhone's strategy is to combine
existing solutions with Zhone intellectual property to create a product
portfolio that is purpose-built to supply multi-million-user next-generation
networks with a rich array of voice, video, Internet, and entertainment services
cost effectively. The company was founded by the senior management team that
grew telecommunications pioneer Ascend Communications, Inc., from its startup
roots to a multi-billion-dollar company that was acquired by Lucent Technologies
(NYSE: LU) for $24 billion in September 1999. Zhone's initial investors include
Kohlberg Kravis Roberts & Co., Texas Pacific Group, and New Enterprise
Associates.
For more information about Zhone Technologies, consult the company website at
www.zhone.com.
About Premisys Communications, Inc.
Premisys Communications, Inc., based in Fremont, Calif., pioneered development
of integrated access solutions for telecommunications service providers. Today,
Premisys, an ISO 9001 certified company, leads the industry worldwide with a
growing family of access products, featuring its Integrated Multiple Access
Communications Server (IMACS). Premisys' products allow service providers to
quickly and cost-effectively accommodate the growing demand from businesses for
voice, data, and video communications services. More information about Premisys
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Communications and its products is available on its Web site (www.premisys.com)
and by contacting its Fremont headquarters (510/353-7600).
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CONTACT:
Zhone Technologies
Tim Donovan, 510/777-7020
[email protected]
