<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF 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)
______________________
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)
______________________
COPY TO:
Scott N. Wolfe, Esq.
Latham & Watkins
701 "B" Street, Suite 2100
San Diego, California 92101
Telephone: (619) 236-1234
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This Amendment No. 1 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.
ITEM 2. IDENTITY AND BACKGROUND.
The information in Item 2 is hereby amended and supplemented by
adding the following thereto:
(a) C. Richard Kramlich -- Director of Parent
(b) 2490 Sand Hill Road, Menlo Park, California 94025
(c)-(d) C. Richard Kramlich has been a member of Parent's Board of
Directors since October 1999. Mr. Kramlich is a co-founder and
general partner of New Enterprise Associates, a venture capital
firm. He focuses on a broad range of technically-oriented companies.
Mr. Kramlich is also a director of Chalone, Inc., Com21, Inc.,
Healtheon Corporation, Juniper Networks, Inc., Lumisys, Inc. and
Silicon Graphics, Inc. He was recently Chairman and President of the
National Venture Association.
(g) United States citizen
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The information in Item 11 is hereby amended and supplemented by
adding the following thereto:
(a)(9) -- Text of Press Release issued by Parent, dated November 16,
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: November 23, 1999 ZHONE ACQUISITION CORP.
-----------------
By: /s/ MORY EJABAT
----------------------------------------
Name: Mory Ejabat
--------------------------------------
Title: President and Chief Executive Officer
-------------------------------------
ZHONE TECHNOLOGIES, INC.
By: /s/ MORY EJABAT
----------------------------------------
Name: Mory Ejabat
--------------------------------------
Title: President and Chief Executive Officer
-------------------------------------
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
(a)(9)* -- Text of Press Release issued by Parent, dated November 16, 1999.
________________
*Filed herewith.
<PAGE>
EXHIBIT 99(a)(9)
COMPANY PRESS RELEASE
ZHONE TECHNOLOGIES ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
FOR ITS OFFER TO ACQUIRE PREMISYS COMMUNICATIONS
OAKLAND, Calif.--Nov. 16, 1999--Zhone Technologies, Inc. today announced that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has
expired with respect to Zhone's $10.00 per share cash tender offer to acquire
all shares of Premisys Communications, Inc. (Nasdaq: PRMS).
Zhone's tender offer is scheduled to expire at 12:00 midnight, New York City
time, on November 29, 1999. Any shares not purchased in the tender offer will
be acquired in a second-step merger at the same price per share. The merger
and the tender offer are subject to a minimum condition that Zhone own an
aggregate of 75 percent of the outstanding shares of Premisys common stock on
a fully diluted basis following the tender offer, and other customary closing
conditions. Zhone has obtained commitments for the financing necessary to
consummate the acquisition and its offer to acquire Premisys is therefore not
subject to any financing condition.
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 (Nasdaq: 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 Communications and its products is available
on its Web site (www.premisys.com) and by contacting its Fremont headquarters
(510/353-7600).
Contact:
Zhone Technologies
David Misunas, 510/777-7025
[email protected]
