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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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)
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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
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This Amendment No. 2 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 10. ADDITIONAL INFORMATION.
The information in Item 10(f) is hereby amended and
supplemented by adding the following thereto:
On November 30, 1999, Parent announced that it has reduced the
minimum condition of the Offer from 75% of the outstanding shares of the
Company's Common Stock on a fully diluted basis to a majority of the
outstanding shares of the Company's Common Stock on a fully diluted basis. In
addition, Parent announced that it has extended the Expiration Date of the
Offer to 12:00 midnight, New York City time, on Monday, December 6, 1999. A
copy of Parent's press release regarding these announcements is attached as
Exhibit (a)(10) 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)(10) -- Text of Press Release issued by Parent, dated
November 30, 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 30, 1999 ZHONE ACQUISITION CORP.
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
(a)(10)* -- Text of Press Release issued by Parent, dated November 30, 1999.
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*Filed herewith.
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ZHONE TECHNOLOGIES REDUCES MINIMUM CONDITION AND EXTENDS
OFFER FOR PREMISYS COMMUNICATIONS
OAKLAND, Calif., Nov. 30, 1999 -- Zhone Technologies, Inc. today announced
that it has reduced the minimum condition in the cash tender offer by its
wholly owned subsidiary to acquire any and all outstanding shares of common
stock of Premisys Communications, Inc. (NASDAQ: PRMS) at a price of $10.00
per share from 75% to a majority of Premisys' outstanding shares of common
stock on a fully diluted basis. As required, Zhone has extended the
expiration date of the tender offer to 12:00 midnight, New York City time, on
Monday, December 6, 1999. As indicated in the following paragraph, the shares
of Premisys' common stock that have been validly tendered to date represent
significantly more than the revised minimum condition, and Zhone expects to
accept and promptly pay for all shares validly tendered by the new expiration
date.
The offer previously had been set to expire at 12:00 midnight, New York City
time, on Monday, November 29, 1999. As of 12:00 midnight, New York City time,
on November 29, 1999, a total of 16,832,741 shares of Premisys common stock
had been validly tendered and not withdrawn in the offer (including 1,315,653
shares subject to guarantees of delivery) representing approximately 65.6% of
the outstanding shares of common stock of Premisys on a fully diluted basis.
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
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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).
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CONTACT:
Zhone Technologies
David Misunas, 510/777-7025
[email protected]
