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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 6)
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TELESOFT CORP.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK
(Title of Class of Securities)
879924 10 8
(CUSIP Number of Class of Securities)
Michael F. Zerbib
President and Chief Executive Officer
Telesoft Corp.
3443 North Central Avenue
Suite 1800
Phoenix, Arizona 85012
(602) 308-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Filing Person(s))
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Copy to:
Edward S. Best
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
(312) 782-0600
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February 4, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
[ ] Check box if filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|_| Third party tender offer subject to Rule 14d-1.
|X| Issuer tender offer subject to Rule 13e-4.
|_| Going-private transaction subject to Rule 13e-3.
|_| Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:|X|
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This Amendment No. 6 to Tender Offer Statement on Schedule TO filed
February 3, 2000 (the "Statement") is being made solely for the purpose of
filing, as Exhibit (a)(5)(D), the press release issued by Telesoft Corp. on
March 31, 2000.
ITEM 12. Exhibits.
A list of exhibits filed with this Statement is set forth on the
Index to Exhibits immediately following the signature page of this
Statement and is incorporated herein by reference.
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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.
TELESOFT CORP.
By: /s/ Michael F. Zerbib
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Name: Michael F. Zerbib
Title: President & Chief Executive Officer
Dated: April 3, 2000
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INDEX TO EXHIBITS
Item Description
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(a)(1)(A) Revised Offer to Purchase dated February 4, 2000 *
(a)(1)(B) Form of Letter of Transmittal. *
(a)(1)(C) Form of Notice of Guaranteed Delivery. *
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees. *
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(F) Form of Letter to Stockholders dated February 4, 2000,
from the President and Chief Executive Officer
of the Company. *
(a)(1)(G) Form Direction Form for participants in the Telesoft
Corp. Profit Sharing Plan. *
(a)(1)(H) Form of Option Election for stock option holders. *
(a)(1)(I) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. *
(a)(1)(J) Form of Letter to Stockholders dated March 17, 2000
from the President and Chief Executive Officer of
the Company. *
(a)(2) - (4) Not applicable.
(a)(5) Press Release issued by the Company dated
February 3, 2000. *
(a)(5)(A) Press Release issued by the Company dated
March 6, 2000. *
(a)(5)(B) Press Release issued by the Company dated
March 17, 2000. *
(a)(5)(C) Press Release issued by the Company dated
March 27, 2000. *
(a)(5)(D) Press Release issued by the Company dated
March 31, 2000.................................................
(b) Not applicable.
(d) Stock Purchase Agreement dated as of February 2, 2000
between Joseph W. Zerbib and Telesoft Corp. *
(g) Not applicable.
(h) Not applicable.
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*Previously filed.
Exhibit (a)(5)(D)
Contact:
Michael Zerbib
President & CEO
(602) 308-2118
Email: [email protected]
FOR IMMEDIATE RELEASE
TELESOFT CORP. ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION TENDER OFFER
March 31, 2000 -- Telesoft Corp. (NASDAQ:TSFT) today announced the
final results of its Dutch Auction tender offer to purchase shares of its
common stock. The tender offer expired at 12:00 midnight, New York City
time, on Friday, March 24, 2000. Telesoft announced that it is going to
repurchase, pursuant to the tender offer, a total of 2,300,000 shares of
its common stock. The purchase price for the shares of common stock is
$7.25 per share and the proration factor is 59.72 percent. Telesoft expects
that Corporate Stock Transfer, Inc., the depositary for the Offer, will
begin issuing payments and returning shares not accepted in the offer
today, and will complete the process as soon as possible.
