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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. 5)
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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)
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[ ] 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: [ ]
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This Amendment No. 5 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)(C), the press release issued by Telesoft Corp. on
March 27, 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: March 28, 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.
(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)(C)
Contact:
Michael Zerbib
President & CEO
(602) 308-2118
Email: [email protected]
FOR IMMEDIATE RELEASE
TELESOFT CORP. ANNOUNCES PRELIMINARY RESULTS
OF "DUTCH AUCTION" TENDER OFFER
March 27, 2000 -- Telesoft Corp. (NASDAQ:TSFT) today announced the
preliminary 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 on a preliminary
basis 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 preliminarily estimated at $7.25 per share. The
proration factor is preliminarily estimated at 59.5 percent. The final
purchase prices and proration factors are expected to be determined within
approximately three business days. The determination of such purchase
prices and such proration factors is subject to final confirmation of the
proper delivery of all shares tendered and not withdrawn, including shares
tendered pursuant to the guaranteed delivery procedures, as well as the
impact of odd-lot tenders. Payment for the shares accepted for payment and
return of all other shares tendered will occur as soon as practicable after
completion of the final purchase price and proration computations.
