SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
(UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
TELESOFT CORPORATION
(Name of Issuer)
TELESOFT CORPORATION (ISSUER)
(NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER
PERSON))
COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
879924 10 8
(CUSIP Number of Class of Securities)
Michael F. Zerbib
President and Chief Executive Officer
3443 North Central Avenue #1800
Phoenix, Arizona 85012
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Filing Person)
COPY TO:
Edward S. Best
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600
<PAGE>
CALCULATION OF FILING FEE
Transaction Amount of Filing Fee*
Value
* Pursuant to General Instruction D of Form TO, no filing fee is required.
/ / 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:
Form or Registration No.:
Filing Party:
Date Filed:
/X/ Check the box if the 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: / /
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This Tender Offer Statement on Schedule TO (this "Schedule TO")
relates to the announcement by Telesoft Corp., an Arizona corporation (the
"Company" or the "Issuer"), of its intention to commence a tender offer to
purchase up to 2,300,000 shares (or such lesser number of shares as are
properly tendered) of its Common Stock, without par value, at prices not in
excess of $7.50 nor less than $7.00 per share, net to the seller in cash,
without interest thereon, as specified by shareholders tendering their
shares, and is being filed in compliance with Rule 14d- 2(b)(2) under the
Securities Exchange Act of 1934, as amended.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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(a)(5) Press Release dated February 3, 2000
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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: TELESOFT CORP.
By *
--------------------------------
* Pursuant to General Instruction D of Form TO, no signature is required.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(5) Press Release dated February 3, 2000
TELESOFT CORP. ANNOUNCES SELF-TENDER AND
APPOINTMENT OF MICHAEL ZERBIB AS NEW PRESIDENT & CEO
PHOENIX--Feb. 3, 2000--Telesoft Corp. (Nasdaq: TSFT - news) Thursday
announced that it is commencing an offer to repurchase up to 2.3 million
shares of its common stock pursuant to a "Dutch auction" self-tender offer.
The tender offer price will be between $7.00 and $7.50 per share
in cash, which would result in the payment to tendering stockholders of an
aggregate of $17.25 million at the top of the range if 2.3 million shares
are tendered. The offer will expire at 12 Midnight, New York City time, on
Monday, March 6, 2000, unless extended. On Feb. 2, 2000, Telesoft common
stock closed at $4.75 per share.
Telesoft also announced that effective immediately Joseph Zerbib
has elected to retire his position of president and chief executive
officer. He will remain executive chairman. The board of directors has
appointed Michael Zerbib as president and chief executive officer of the
company.
Under the terms of the tender offer, Telesoft stockholders will be
given the opportunity to specify prices within the company's stated price
range at which they are willing to tender their shares. Upon receipt of
tenders, Telesoft will determine a final price that enables it to purchase
up to 2.3 million shares from those stockholders who agree to sell at or
below the selected purchase price. All shares purchased will be at the
selected purchase price. If more than 2.3 million shares are tendered at or
below the selected purchase price, shares will be accepted pro rata as
described in the offering materials. The offer will not be contingent upon
any minimum number of shares being tendered. Telesoft currently has
approximately 3,711,500 shares of common stock outstanding and
approximately 590,000 vested options. The company will finance the tender
offer with cash and borrowings.
"We are delighted to offer to return to our shareholders a
substantial portion of the cash from the sale of our GoodNet subsidiary,"
said Michael F. Zerbib, Telesoft's new chief executive officer.
Thierry E. Zerbib, Michael F. Zerbib and Brian H. Loeb, each a
director of Telesoft, own an aggregate of 47 percent of Telesoft's common
stock and have advised the company that they currently intend to tender in
the aggregate the same percentage of their shares as the percentage of all
of other shares tendered as of 5 p.m., New York City time, on Friday, March
3, 2000. All such shares will be tendered at $7.00 per share.
YOU SHOULD READ THE TENDER OFFER STATEMENT AND OTHER MATERIALS
THAT WE WILL BE SENDING YOU SHORTLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. YOU CAN GET THE TENDER OFFER STATEMENT AND OTHER MATERIALS
FREE AT THE SEC'S WEB SITE, WWW.SEC.GOV, OR FROM OUR INFORMATION AGENT,
BEACON HILL PARTNERS, AT 800/755-5001, 212/843-8500 OR [email protected].
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Neither the company nor its board of directors makes any
recommendation to stockholders as to whether to tender or refrain from
tendering their shares. Each stockholder must make the decision whether to
tender shares and, if so, how many shares and at what price or prices
shares should be tendered. The tender offer will be subject to various
terms and conditions described in offering materials to be distributed to
stockholders. Beacon Hill Partners Inc. will serve as the information
agent. Requests for copies of the tender offer materials and questions
concerning the tender offer should be directed to Beacon Hill Partners at
800/755-5001, 212/843-8500 or [email protected].
Telesoft also announced that it has agreed to purchase from Joseph
W. Zerbib 293,750 shares, constituting all of Zerbib's Telesoft shares, in
connection with Zerbib's decision to retire from the position of president
and chief executive officer. Zerbib will remain executive chairman of
Telesoft. The board of directors believes that the repurchase of Zerbib's
shares will eliminate a potentially significant overhang with respect to
Telesoft's shares and that such repurchase is fair to and in the best
interests of Telesoft's other stockholders.
Telesoft will purchase Zerbib's shares at the earlier of the time
Telesoft is deemed to have accepted for payment the shares of common stock
in the Dutch auction tender offer and March 31, 2000. The purchase price
for Zerbib's shares will be $7.25, the average of the high and low purchase
prices in the offer. Telesoft Corp. provides billing and customer care
solutions to educational institutions, corporations and government
agencies.
Contact:
Telesoft Corp., Phoenix
Michael Zerbib, 602/308-2118
Email: [email protected]
