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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
TECH SQUARED INC.
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(Name of the Issuer)
Tech Squared Inc. Digital River, Inc.
MacUSA, Inc. Joel A. Ronning
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(Name(s) of Person(s)Filing Statement)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
878302108
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(CUSIP Number of Class of Securities)
Tech Squared Inc. Digital River, Inc.
Attention: Charles E. Reese, Jr. Attention: Robert E. Strawman
6690 Shady Oak Road 9625 W. 76th Street, Suite 150
Eden Prairie, Minnesota 55344 Eden Prairie, Minnesota 55344
(612) 832-5622 (612) 830-9042
MacUSA, Inc. Joel A. Ronning
Attention: Charles E. Reese, Jr. 9625 W. 76th Street, Suite 150
6690 Shady Oak Road Eden Prairie, Minnesota 55344
Eden Prairie, Minnesota 55344 (612) 830-9042
(612) 832-5622
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons(s) Filing Statement)
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COPIES TO:
Louis A. Goodman, Esq. Michael W. Schley, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Larkin, Hoffman, Daly & Lindgren, Ltd.
One Beacon Street 7900 Xerxes Avenue South, Suite 1500
Boston, Massachusetts 02108 Bloomington, Minnesota 55431
(617) 573-4800 (612) 896-3800
Michael J. Sullivan
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, California 94111
(415) 693-2000
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. /X/ The filing of a registration statement under the Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. / /
Calculation of Filing Fee
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Transaction
Valuation Amount of Filing Fee
$69,147,482* $19,223**
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*Transaction Valuation has been calculated by using the total value of the
2,650,000 shares of Digital River, Inc. common stock, based on a price per
share of $26.09 determined in accordance with Rules 457(f) and (c) of the
Securities Act of 1933, as amended (the "1933 Act"), to be issued by
Digital River, Inc. to Tech Squared, Inc. in the transaction described
herein and in the Proxy Statement-Prospectus forming a part of
the Registration Statement incorporated herein by reference.
**Calculated in accordance with Section 6(b) of the 1933 Act.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $11,856 Filing party: Tech Squared Inc.
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Preliminary 14A
Form or registration no.: and Schedule 13E-3 Dated filed: August 10, 1999
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INTRODUCTION
This Amendment No. 4 to the Rule 13E-3 Transaction Statement on
Schedule 13E-3 (this "Schedule 13E-3") amends the Schedule 13E-3 which was
originally filed with the Securities and Exchange Commission (the "Commission")
on August 10, 1999, and amended on October 14, 1999, October 29, 1999 and
November 5, 1999 by Tech Squared Inc., a Minnesota corporation ("Tech Squared"),
Digital River, Inc., a Delaware corporation ("Digital River"), MacUSA, Inc., a
Minnesota Corporation ("MacUSA") and Joel A. Ronning pursuant to Section 13(e)
of the Securities and Exchange Act of 1934, as amended, and Rule 13e-3
thereunder, in connection with the voluntary dissolution of Tech Squared
pursuant to the Plan of Liquidation and Dissolution and the transactions
contemplated thereby.
Concurrently with the filing of this Schedule 13E-3, Digital River
is filing a Registration Statement on Form S-4, as it may be amended from
time to time (the "Registration Statement"), of which the proxy
statement-prospectus (the "Proxy Statement-Prospectus"), previously filed by
Tech Squared on Schedule 14A, forms a part. The Proxy Statement-Prospectus,
which forms a part of the Registration Statement, serves as (1) the proxy
statement of Tech Squared with respect to the special meeting of Tech Squared
shareholders, at which the Tech Squared shareholders will consider and vote
upon the voluntary dissolution of Tech Squared pursuant to the Plan of
Liquidation and Dissolution and (2) the prospectus of Digital River with
respect to the issuance of Digital River shares to Tech Squared and the
distribution of such shares by Tech Squared to its shareholders pursuant to
the Plan of Liquidation and Dissolution.
All references to the "Preliminary Proxy Statement-Prospectus"
contained in this Schedule 13E-3 as previously amended should now be considered
to refer to the Registration Statement. In addition, all information set forth
below should be read in connection with the information contained or
incorporated by reference in this Schedule 13E-3 as previously amended.
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Registration
Statement of the information required to be included in this Schedule 13E-3.
The information set forth below in the Registration Statement, including all
annexes and exhibits thereto, is hereby expressly incorporated herein by
reference as set forth in the Cross Reference Sheet and the responses in this
Schedule 13E-3, and such responses are qualified in their entirety by
reference to the information contained in the Registration Statement and the
annexes and exhibits thereto. Capitalized terms used but not defined in this
Schedule 13E-3 shall have the meanings given them in the Registration
Statement.
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CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
Rule 13E-3 Transaction All references are to portions
Statement Item Number of the Registration Statement which
and Caption are incorporated herein by reference
- ---------------------- --------------------------------------------------
<S> <C>
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) . . . . . . . . "Summary of the Proxy Statement-Prospectus -- The Companies"
(b) . . . . . . . . "The Special Meeting of Tech Squared Shareholders --
Shareholder Record Date for the Special Meeting"
(c) . . . . . . . . "Comparative Per Share Market Price Data"
(d) . . . . . . . . "Summary of the Transaction and Special Factors -- Tech
Squared Selected Historical Financial Data"
(e) . . . . . . . . Not applicable.
(f) . . . . . . . . Not applicable.
ITEM 2. IDENTITY AND BACKGROUND
(a) . . . . . . . . *
(b) - (d) . . . . . Exhibit 1 - "Tech Squared Annual Report on Form 10-K as
amended on November 2, 1999, for the fiscal year ended
December 31, 1998 - Item 10 - Directors, Executive
Officers, Promoters and Control Persons"
(e) & (f) . . . . . *
(g) . . . . . . . . *
ITEM 3. PAST CONTACTS, TRANSACTIONS AND NEGOTIATIONS
(a) (1) . . . . . . "The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - Background of the Transaction";
"Intercompany Agreement and Agreements with Affiliates"
(a) (2) . . . . . "The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - Background of the Transaction";
"Intercompany Agreement and Agreements with Affiliates"
(b) . . . . . . . . "Intercompany Agreement and Agreements with Affiliates";
"The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - Background of Transaction"
ITEM 4. TERMS OF THE TRANSACTION.
(a) . . . . . . . . "Summary of the Transaction and Special Factors - Plan
of Liquidation and Dissolution"; "Summary of the
Transaction and Special Factors - Sale of Operating
Assets";"Summary of the Transaction and Special Factors
- The Acquisition
4
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Agreement"; "Summary of the Transaction and Special
Factors - The Liquidating Trust Agreement"; "The
Voluntary Dissolution and the Plan of Liquidation and
Dissolution - General"; "The Voluntary Dissolution and
the Plan of Liquidation and Dissolution - The Sale of
Operating Assets"; "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - The Acquisition
Agreement"; "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - The Liquidating Trust
Agreement"
(b) . . . . . . . . "The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - The Voting Agreements"
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) . . . . . . . . "Summary of the Transaction and Special Factors - Plan
of Liquidation and Dissolution"; "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution
- General"
(b) . . . . . . . . "Summary of the Transaction and Special Factors - Plan
of Liquidation and Dissolution"; "Summary of the
Transaction and Special Factors - the Sale of Operating
Assets"; "Summary of the Transaction and Special
Factors - The Acquisition Agreement"; "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution
- General"; "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - The Sale of Operating
Assets"; "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - The Acquisition Agreement"
(c) . . . . . . . . None
(d) . . . . . . . . "Summary of the Transaction and Special Factors - Plan of
Liquidation and Dissolution"; "The Voluntary Dissolution and
the Plan of Liquidation and Dissolution - Delisting and
Deregistration of Tech Squared Common Stock After the
Transaction"
(e) . . . . . . . . "Summary of the Transaction and Special Factors - Plan of
Liquidation and Dissolution"; "Summary of the Transaction
and Special Factors - the Sale of Operating Assets";
"Summary of the Transaction and Special Factors - The
Acquisition Agreement"; "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - General"; "The
Voluntary Dissolution and the Plan of Liquidation and
Dissolution - The Sale of Operating Assets"; "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution -
The Acquisition Agreement"
(f) . . . . . . . . "The Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Delisting and Deregistration of Tech Squared
Common Stock After the Transaction"
(g) . . . . . . . . "The Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Delisting and Deregistration of Tech Squared
Common Stock After the Transaction"
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ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) . . . . . . . . "The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - General"; "Expenses"
(b) . . . . . . . . "Expenses"
(c) . . . . . . . . Not applicable
(d) . . . . . . . . Not applicable
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) . . . . . . . . "Summary of the Transaction and Special Factors - Reasons
for the Transaction"; "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - Background of the
Transaction"; "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Tech Squared's Reasons for the
Transaction"; "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Digital River's Reasons for
the Transaction"
(b) . . . . . . . . "Summary of the Transaction and Special Factors - Reasons
for the Transaction"; "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - Background of the
Transaction";"The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Tech Squared's Reasons for the
Transaction"; "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Opinion of Tech Squared's
Financial Advisor"
(c) . . . . . . . . "Summary of the Transaction and Special Factors - Reasons
for the Transaction"; "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - Tech Squared's Reasons
for the Transaction"; "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - Opinion of Tech
Squared's Financial Advisor"
(d) . . . . . . . . "Summary of the Transaction and Special Factors - Plan of
Liquidation and Dissolution"; "Summary of the Transaction
and Special Factors - Certain Material United States Federal
Income Tax Consequences of the Transaction"; "Summary of the
Transaction and Special Factors - Accounting Treatment of
the Exchange"; "Risk Factors - Risks Relating to the
Transaction"; "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Certain Material United States
Federal Income Tax Consequences of the Transaction"; "The
Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Accounting Treatment of the Transaction"; "The
Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Delisting and Deregistration of Tech Squared
Common Stock After the Transaction"; "Comparison of Rights
of Holders of Tech Squared Common Stock and Digital River
Common Stock"
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) . . . . . . . . "Summary of the Transaction and Special Factors -
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Recommendation of Tech Squared's Board of Directors";
"The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - Digital River's Reasons for the
Transaction"; "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Digital River's
Determination that the Transaction is Fair to Tech
Squared's Shareholders"; "The Voluntary Dissolution and
the Plan of Liquidation and Dissolution - Recommendation
of Tech Squared's Board of Directors"
(b) . . . . . . . . "Summary of the Transaction and Special Factors -
Recommendation of Tech Squared's Board of Directors"; "The
Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Recommendation of Tech Squared's Board of
Directors"; "Summary of the Transaction and Special Factors
- Reasons for the Transaction"; "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - Recommendation
of Tech Squared's Board of Directors"; "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution -
Tech Squared's Reasons for the Transaction"; "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution -
Opinion of Tech Squared's Financial Advisor"; Annex E -
"Opinion of SG Cowen Securities Corporation"; Annex F -
"Opinion of Arthur Andersen LLP"; Annex G - "Opinion of
Broadview International LLC"
(c) . . . . . . . . "Summary of the Transaction and Special Factors -
Shareholder Approval"
(d) . . . . . . . . "Summary of the Transaction and Special Factors -
Recommendation of Tech Squared's Board of Directors";
"The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - Recommendation of Tech Squared's Board
of Directors"
(e) . . . . . . . . "Summary of the Transaction and Special Factors -
Recommendation of Tech Squared's Board of Directors";
"The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - Recommendation of Tech Squared's Board
of Directors"
(f) . . . . . . . . Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) and (b) (1-3) . "Summary of the Transaction and Special Factors -Tech
Squared's Financial Advisor and its Opinion"; "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution -
Opinion of Tech Squared's Financial Advisor"; Annex E -
"Opinion of SG Cowen Securities Corporation"; Annex F -
"Opinion of Arthur Andersen LLP"; Annex G - "Opinion of
Broadview International LLC"
(b)(4) . . . . . . None
(b)(5) . . . . . . Summary of the Transaction and Special Factors - Tech
Squared's Financial Advisor and its Opinion"; "The
Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Opinion of Tech Squared's Financial
7
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Advisor"; Annex E - "Opinion of SG Cowen Securities
Corporation"; Annex G - "Opinion of Broadview
International LLC"
(b)(6) . . . . . . "The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - Opinion of Tech Squared's Financial
Advisor"; Annex E - "Opinion of SG Cowen Securities
Corporation"; Annex F - "Opinion of Arthur Andersen
LLP"; Annex G - "Opinion of Broadview International
LLC"
(c) . . . . . . . . Annex E - "Opinion of SG Cowen Securities Corporation";
Annex F - "Opinion of Arthur Andersen LLP"; Annex G -
"Opinion of Broadview International LLC"
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) . . . . . . . . "Share Ownership By Principal Shareholders, Management
and Directors of Tech Squared"
(b) . . . . . . . . "Share Ownership By Principal Shareholders, Management
and Directors of Tech Squared"
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO THE ISSUER'S SECURITIES
. . . . . . . . "The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - The Voting Agreements"
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION.
(a) . . . . . . . . "Summary of the Transaction and Special Factors -
Shareholder Approval"; "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - The Voting Agreements"
(b) . . . . . . . . "Summary of the Transaction and Special Factors -
Recommendation of Tech Squared's Board of Directors";
"The Special Meeting of Tech Squared Shareholders -
Purpose of the Special Meeting"
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) . . . . . . . . "Summary of the Transaction and Special Factors -
Dissenters' and Appraisal Rights"; "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution
-Dissenters' and Appraisal Rights"
(b) . . . . . . . . None
(c) . . . . . . . . Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) . . . . . . . . "Summary of the Transaction and Special Factors - Tech
Squared Historical Financial Data"; "Summary of the Proxy
Statement-Prospectus - Comparative Per Share Data"
(b) . . . . . . . . Not applicable.
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ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) . . . . . . . . Not applicable.
(b) . . . . . . . . "The Special Meeting of Tech Squared Shareholders -
Proxies"; "Expenses"
ITEM 16. ADDITIONAL INFORMATION
The Registration Statement on Schedule 14A and the annexes and
exhibits attached thereto are incorporated herein by reference
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
*
</TABLE>
* The Item is located in the Schedule 13e-3 only.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information concerning Tech Squared Inc. set forth in
"Summary of the Proxy Statement-Prospectus -- The Companies" of the Registration
Statement is incorporated herein by reference.
(b) The information set forth in "The Special Meeting of Tech
Squared Shareholders -- Shareholder Record Date for the Special Meeting" of the
Registration Statement is incorporated herein by reference.
(c) The information set forth in "Comparative Per Share Market
Price Data" of the Registration Statement is incorporated herein by reference.
(d) The information set forth in "Summary of the Transaction
and Special Factors -- Tech Squared Selected Historical Financial Data" of the
Registration Statement is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(b) - (d) For Tech Squared, its officers and directors and
Mr. Ronning, see the information set forth in Exhibit 1 - "Tech Squared
Annual Report on Form 10-K as amended on November 2, 1999, for the fiscal
year ended December 31, 1998 - Item 10 - Directors, Executive Officers,
Promoters and Control Persons" of the Registration Statement which is
incorporated herein by reference.
For information concerning Digital River and its officers, see
the information set forth in Exhibit A to this Schedule 13e-3, which contains an
excerpt from Digital River's Annual Report on Form 10-K filed on March 3, 1999,
for the fiscal year ended December 31, 1998, incorporated herein by reference,
pursuant to General Instruction D to Schedule 13e-3. For information concerning
Digital River and its directors, see the information set forth in Exhibit B to
this Schedule 13e- 3, which contains an excerpt from Digital River's Definitive
Proxy Statement on Schedule 14A, filed on March 23, 1999, incorporated herein by
reference, pursuant to General Instruction D to Schedule 13e-3. The nominees for
election to the Board of Directors of Digital River, Thomas F. Madison and
Charles E. Reese, Jr., were both elected. However, Mr. Reese recused himself
from Digital River's Board of Director's on June 25, 1999, and formally resigned
from the Board on July 9, 1999.
MacUSA has the same directors and executive officers as Tech
Squared.
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ITEM 3. PAST CONTACTS, TRANSACTIONS AND NEGOTIATIONS
Item 3 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) (1) The information set forth in "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - Background of the
Transaction" and "Intercompany Agreement and Agreements with Affiliates" of the
Registration Statement is incorporated herein by reference.
(a) (2) The information set forth in "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - Background of the
Transaction" and "Intercompany Agreement and Agreements with Affiliates" of the
Registration Statement is incorporated herein by reference.
In the normal course of business, Mr. Ronning has had
conversations with officers and employees of Digital River and MacUSA
regarding the election of Tech Squared directors. However, none of these
conversations were pursuant to the transactions contemplated within this
Schedule 13E-3.
(b) The information set forth in "Intercompany Agreement and
Agreements with Affiliates" and "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Background of Transaction" of the Registration
Statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information set forth in "Summary of the Transaction
and Special Factors - Plan of Liquidation and Dissolution," "Summary of the
Transaction and Special Factors - Sale of Operating Assets," "Summary of the
Transaction and Special Factors - The Acquisition Agreement," "Summary of the
Transaction and Special Factors - The Liquidating Trust Agreement," "The
Voluntary Dissolution and the Plan of Liquidation and Dissolution - General,"
"The Voluntary Dissolution and the Plan of Liquidation and Dissolution - The
Sale of Operating Assets," "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - The Acquisition Agreement" and "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - The Liquidating Trust
Agreement" of the Registration Statement is incorporated herein by reference.
(b) The information set forth in "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - The Voting Agreements" of the
Registration Statement is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information set forth in "Summary of the Transaction
and Special Factors - Plan of Liquidation and Dissolution" and "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - General" of the
Registration Statement is incorporated herein by reference.
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Special Factors - The Acquisition Agreement," "The Voluntary Dissolution and
the Plan of Liquidation and Dissolution - General," "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - The Sale of
Operating Assets" and "The Voluntary Dissolution and the Plan of Liquidation
and Dissolution - The Acquisition Agreement" of the Registration Statement is
incorporated herein by reference.
(d) The information set forth in "Summary of the Transaction
and Special Factors - Plan of Liquidation and Dissolution" and "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - Delisting and
Deregistration of Tech Squared Common Stock After the Transaction" of the
Registration Statement is incorporated herein by reference.
(e) The information set forth in "Summary of the
Transaction and Special Factors - Plan of Liquidation and Dissolution,"
"Summary of the Transaction and Special Factors - the Sale of Operating
Assets," "Summary of the Transaction and Special Factors - The Acquisition
Agreement," "The Voluntary Dissolution and the Plan of Liquidation and
Dissolution - General," "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - The Sale of Operating Assets" and "The
Voluntary Dissolution and the Plan of Liquidation and Dissolution - The
Acquisition Agreement" of the Registration Statement is incorporated herein
by reference.
(f) The information set forth in "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - Delisting and Deregistration of
Tech Squared Common Stock After the Transaction" of the Registration
Statement is incorporated herein by reference.
(g) The information set forth in "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - Delisting and Deregistration of
Tech Squared Common Stock After the Transaction" of the Registration
Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 6 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information set forth in "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - General" and "Expenses" of the
Registration Statement is incorporated herein by reference.
(b) The information set forth in "Expenses" of the
Registration Statement is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information set forth in "Summary of the Transaction
and Special Factors - Reasons for the Transaction," "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - Background of the Transaction,"
"The Voluntary Dissolution and the Plan of Liquidation and Dissolution - Tech
Squared's Reasons for the Transaction" and "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - Digital River's Reasons for the
Transaction" of the Registration Statement is incorporated herein by reference.
12
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(b) The information set forth in "Summary of the Transaction
and Special Factors - Reasons for the Transaction," "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - Background of the Transaction,"
"The Voluntary Dissolution and the Plan of Liquidation and Dissolution - Tech
Squared's Reasons for the Transaction" and "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - Opinion of Tech Squared's Financial
Advisor" of the Registration Statement is incorporated herein by
reference.
(c) The information set forth in "Summary of the Transaction
and Special Factors - Reasons for the Transaction," "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - Tech Squared's Reasons for the
Transaction" and "The Voluntary Dissolution and the Plan of Liquidation and
Dissolution Opinion of Tech Squared's Financial Advisor" of the Registration
Statement is incorporated herein by reference.
(d) The information set forth in "Summary of the Transaction
and Special Factors - Plan of Liquidation and Dissolution," "Summary of the
Transaction and Special Factors - Certain Material United States Federal Income
Tax Consequences of the Transaction," "Summary of the Transaction and Special
Factors - Accounting Treatment of the Exchange," "Risk Factors - Risks Relating
to the Transaction," "The Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Certain Material United States Federal Income Tax Consequences of
the Transaction," "The Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Accounting Treatment of the Transaction," "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - Delisting and
Deregistration of Tech Squared Common Stock After the Transaction" and
"Comparison of Rights of Holders of Tech Squared Common Stock and Digital River
Common Stock" of the Registration Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 8 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information set forth in "Summary of the Transaction
and Special Factors - Recommendation of Tech Squared's Board of Directors," "The
Voluntary Dissolution and the Plan of Liquidation and Dissolution - Digital
River's Reasons for the Transaction," "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Digital River's Determination that the Transaction
is Fair to Tech Squared's Shareholders" and "The Voluntary Dissolution and the
Plan of Liquidation and Dissolution - Recommendation of Tech Squared's Board of
Directors" of the Registration Statement is incorporated herein by reference.
(b) The information set forth in "Summary of the Transaction
and Special Factors - Recommendation of Tech Squared's Board of Directors," "The
Voluntary Dissolution and the Plan of Liquidation and Dissolution -
Recommendation of Tech Squared's Board of Directors," "Summary of the
Transaction and Special Factors - Reasons for the Transaction," "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - Recommendation of Tech
Squared's Board of Directors," "The Voluntary Dissolution and the Plan of
Liquidation and Dissolution - Tech Squared's Reasons for the Transaction," "The
Voluntary Dissolution and the Plan of Liquidation and Dissolution - Opinion of
Tech Squared's Financial Advisor," Annex E - "Opinion of SG Cowen Securities
Corporation," Annex F - "Opinion of Arthur Andersen LLP" and Annex G - "Opinion
of Broadview International LLC" of the Registration Statement is incorporated
herein by reference.
(c) The information set forth in "Summary of the
Transaction and Special Factors - Shareholder Approval" of the Registration
Statement is incorporated herein by reference.
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<PAGE>
(d) The information set forth in "Summary of the Transaction
and Special Factors - Recommendation of Tech Squared's Board of Directors" and
"The Voluntary Dissolution and the Plan of Liquidation and Dissolution -
Recommendation of Tech Squared's Board of Directors" of the Registration
Statement is incorporated herein by reference.
(e) The information set forth in "Summary of the Transaction
and Special Factors - Recommendation of Tech Squared's Board of Directors" and
"The Voluntary Dissolution and the Plan of Liquidation and Dissolution -
Recommendation of Tech Squared's Board of Directors" of the Registration
Statement is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Item 9 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) and (b) (1-3). The information set forth in "Summary of
the Transaction and Special Factors -Tech Squared's Financial Advisor and its
Opinion," "The Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Opinion of Tech Squared's Financial Advisor," Annex E -"Opinion
of SG Cowen Securities Corporation," Annex F - "Opinion of Arthur Andersen
LLP" and Annex G - "Opinion of Broadview International LLC" of the
Registration Statement is incorporated herein by reference.
The information set forth in Exhibit C of this Schedule 13e-3,
regarding the Fairness Opinion Presentation made by SG Cowen Securities
Corporation to the Board of Directors of Tech Squared on July 11, 1999, is
incorporated herein by reference, pursuant to General Instruction D to Schedule
13e-3.
The information set forth in Exhibit D of this Schedule 13e-3,
regarding the Presentation made by Broadview International LLC to the Board of
Directors of Digital River on July 9, 1999, is incorporated herein by reference,
pursuant to General Instruction D to Schedule 13e-3.
(b)(5) The information set forth in "Summary of the
Transaction and Special Factors - Tech Squared's Financial Advisor and its
Opinion," "The Voluntary Dissolution and the Plan of Liquidation and
Dissolution - Opinion of Tech Squared's Financial Advisor," Annex E -
"Opinion of SG Cowen Securities Corporation," and Annex G - "Opinion of
Broadview International LLC" of the Registration Statement is incorporated
herein by reference.
(b)(6) The information set forth in "The Voluntary Dissolution
and the Plan of Liquidation and Dissolution - Opinion of Tech Squared's
Financial Advisor," Annex E - "Opinion of SG Cowen Securities Corporation,"
Annex F "Opinion of Arthur Andersen LLP" and Annex G - "Opinion of Broadview
International LLC" of the Registration Statement is incorporated herein by
reference.
The information set forth in Exhibit C of this Schedule
13e-3, regarding the Fairness Opinion Presentation made by SG Cowen Securities
Corporation to the Board of Directors of Tech Squared on July 11, 1999, is
incorporated herein by reference, pursuant to General Instruction D to Schedule
13e-3.
The information set forth in Exhibit D of this Schedule
13e-3, regarding the Presentation made by Broadview International LLC to the
Board of Directors of Digital River on July 9, 1999, is incorporated herein by
reference, pursuant to General Instruction D to Schedule 13e-3.
14
<PAGE>
(c) The information set forth in Annex E - "Opinion of SG
Cowen Securities Corporation," Annex F - "Opinion of Arthur Andersen LLP" and
Annex G - "Opinion of Broadview International LLC" of the Registration
Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information set forth in "Share Ownership By
Principal Shareholders, Management and Directors of Tech Squared" of the
Registration Statement is incorporated herein by reference.
(b) The information set forth in "Share Ownership By
Principal Shareholders, Management and Directors of Tech Squared" of the
Registration Statement is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO THE ISSUER'S SECURITIES.
Item 11 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
The information set forth in "The Voluntary Dissolution and
the Plan of Liquidation and Dissolution - The Voting Agreements" of the
Registration Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION.
Item 12 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information set forth in "Summary of the Transaction
and Special Factors - Shareholder Approval" and "The Voluntary Dissolution and
the Plan of Liquidation and Dissolution - The Voting Agreements" of the
Registration Statement is incorporated herein by reference.
(b) The information set forth in "Summary of the Transaction
and Special Factors - Recommendation of Tech Squared's Board of Directors" and
"The Special Meeting of Tech Squared Shareholders - Purpose of the Special
Meeting" of the Registration Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
Item 13 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) The information set forth in "Summary of the Transaction
and Special Factors - Dissenters' and Appraisal Rights" and "The Voluntary
Dissolution and the Plan of Liquidation and Dissolution - Dissenters' and
Appraisal Rights" of the Registration Statement is incorporated herein by
reference.
ITEM 14. FINANCIAL INFORMATION.
Item 14 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(a) Pursuant to General Instruction D to Schedule 13E-3, Tech
Squared's Annual Report on Form 10-K for the fiscal year ended December 31,
1998, as amended on November 2, 1999 and its Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999 have been delivered with the Registration
Statement. Tech Squared's audited financial statements for the periods
covered therein are incorporated herein by reference.
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<PAGE>
The information set forth in "Summary of the Transaction and
Special Factors - Tech Squared Historical Financial Data" and "Summary of the
Proxy Statement-Prospectus - Comparative Per Share Data" of the Registration
Statement is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
Item 15 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
(b) The information set forth in "The Special Meeting of Tech
Squared Shareholders - Proxies" and "Expenses" of the Registration Statement is
incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 of this Schedule 13E-3 is hereby amended and
supplemented as follows.
The Registration Statement and the annexes and exhibits
attached thereto are incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of this Schedule 13e-3 is hereby amended and
supplemented as follows:
(b) Annex E - "Opinion of SG Cowen Securities Corporation,"
Annex F "Opinion of Arthur Andersen LLP" and Annex G - "Opinion of Broadview
International LLC" of the Registration Statement (incorporated herein by
reference).
Exhibit C of this Schedule 13e-3 (previously filed on
October 14, 1999 with Amendment #1 to this Schedule 13E-3).
Exhibit D of this Schedule 13e-3 (previously filed on
November 5, 1999 with Amendment #3 to this Schedule 13E-3).
(c) Annex D - "Voting Agreements" of the Registration
Statement (incorporated herein by reference).
(d) Registration Statement and the annexes and exhibits
attached thereto (incorporated by reference to the Registration Statement filed
by Digital River on November 9, 1999).
The information set forth in Exhibit A and Exhibit B to this
Schedule 13e-3 (previously filed on October 14, 1999 with Amendment #1 to this
Schedule 13E-3).
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SIGNATURES
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 9, 1999 TECH SQUARED INC.
/s/ Jeffrey F. Martin
------------------------------------
Name: Jeffrey F. Martin
Title: Chief Financial Officer
DIGITAL RIVER, INC.
/s/ Joel A. Ronning
------------------------------------
Name: Joel A. Ronning
Title: Chief Executive Officer
MACUSA, INC.
/s/ Charles E. Reese, Jr.
------------------------------------
Name: Charles E. Reese, Jr.
Title: Chief Executive Officer
/s/ Joel A. Ronning
------------------------------------
Name: Joel A. Ronning
Title: Individually
Signature Page to Schedule 13e-3
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
A . . . . Excerpt from Digital River's Annual Report on Form 10-K filed on
March 3, 1999, for the fiscal year ended December 31, 1998*
B . . . . Excerpt from Digital River's Definitive Proxy Statement on Schedule
14A, filed on March 23, 1999*
C . . . . Materials used in the Fairness Opinion Presentation made by SG Cowen
Securities Corporation to the Board of Directors of Tech Squared on
July 11, 1999*
D . . . . Materials used in the Presentation made by Broadview International
LLC to the Board of Directors of Digital River on July 9, 1999*
E . . . . Registration Statement (incorporated by reference to the
Registration Statement filed by Digital River on November 4,
1999)
* Previously filed.
