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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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. 3 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 December 7, 1999, Parent announced that it has extended the
Expiration Date of the Offer to 12:00 midnight, New York City time, on Tuesday,
December 7, 1999. A copy of Parent's press release regarding this announcement
is attached as Exhibit (a)(11) 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)(11) -- Text of Press Release issued by Parent, dated December 7,
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 7, 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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(11)* -- Text of Press Release issued by Parent, dated December 7, 1999.
</TABLE>
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*Filed herewith.
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ZHONE TECHNOLOGIES ANNOUNCES ONE-DAY EXTENSION
OF OFFER FOR PREMISYS COMMUNICATIONS
OAKLAND, Calif., Dec. 7, 1999 -- Zhone Technologies, Inc. today announced that
it has extended the expiration date of the cash tender offer of its wholly owned
subsidiary, Zhone Acquisition Corp., to acquire any and all outstanding shares
of common stock of Premisys Communications, Inc. (NASDAQ: PRMS) at a price of
$10.00 per share to 12:00 midnight, New York City time, on Tuesday, December 7,
1999. The offer had been previously set to expire at 12:00 midnight, New York
City time, on Monday, December 6, 1999. As of 12:00 midnight, New York City
time, on December 6, 1999, a total of 20,569,507 shares of Premisys
Communications common stock had been validly tendered and not withdrawn in the
offer (including 398,775 shares subject to guarantees of delivery) representing
approximately 84.6% of the outstanding shares of common stock of Premisys
Communications.
Although the number of shares tendered in the offer exceeds Zhone's minimum
condition in the offer, Zhone has elected to extend the offer to provide
Premisys' stockholders additional time to tender their shares. If Zhone's
ownership interest in Premisys following completion of the offer exceeds 90% of
Premisys' outstanding common stock, 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. If Zhone receives at least 85%, but not 90%, of the outstanding
shares of Premisys common stock, Zhone may elect 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, after which it would effect the
short-form merger. By effecting a short-form merger, Zhone will be able to
complete the acquisition of Premisys and pay for the remaining shares of
Premisys common stock more quickly.
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.
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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).
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CONTACT:
Zhone Technologies
Tim Donovan, 510/777-7020
[email protected]
