AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 16)
FARGO ELECTRONICS, INC.
(Name of Subject Company (Issuer))
RUSHMORE ACQUISITION CORP.
ZEBRA TECHNOLOGIES CORPORATION
(Names of Filing Persons (Offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
30744P 10 2
(CUSIP Number of Class of Securities)
EDWARD L. KAPLAN
Chairman
Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, Illinois 60061
Tel.: (847) 634-6700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
COPIES TO:
| HERBERT S. WANDER, ESQ. MARK D. WOOD, ESQ. Katten Muchin Zavis 525 West Monroe Street Suite 1600 Chicago, Illinois 60661-3693 Tel.: (312) 902-5200 |
BRUCE A. MACHMEIER, ESQ. THOMAS A. LETSCHER, ESQ. Oppenheimer Wolff & Donnelly LLP Plaza VII, Suite 3300 45 South Seventh Street Minneapolis, Minnesota 55402-1609 Tel.: (612) 607-7000 |
| / / | 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: |
||
/x/ |
third-party tender offer subject to Rule 14d-1. |
|
| / / | 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: / /
Zebra Technologies Corporation, a Delaware corporation ("Zebra"), and Rushmore Acquisition Corp., a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of Zebra, hereby amend and supplement their Tender Offer Statement on Schedule TO, originally filed on August 3, 2001 and amended and supplemented by Amendment No. 1 thereto dated August 15, 2001, Amendment No. 2 thereto dated August 17, 2001, Amendment No. 3 thereto dated August 30, 2001, Amendment No. 4 thereto dated September 14, 2001, Amendment No. 5 thereto dated September 28, 2001, Amendment No. 6 thereto dated October 12, 2001, Amendment No. 7 thereto dated October 26, 2001, Amendment No. 8 thereto dated November 9, 2001, Amendment No. 9 thereto dated November 26, 2001, Amendment No. 10 thereto dated December 10, 2001, Amendment No. 11 thereto dated December 21, 2001, Amendment No. 12 thereto dated January 9, 2002, Amendment No. 13 thereto dated January 24, 2002, Amendment No. 14 thereto dated February 5, 2002 and Amendment No. 15 thereto dated February 7, 2002 (as so amended and supplemented, the "Schedule TO"), with respect to Merger Sub's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), including the associated rights to purchase preferred stock (collectively, the "Shares"), of Fargo Electronics, Inc., a Delaware corporation ("Fargo"), at a purchase price of $7.25 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 August 3, 2001 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer"), copies of which have been previously filed herewith as Exhibits 99.1(a)(1)(A) and 99.1(a)(1)(B), respectively. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to add the following information:
Pursuant to the Acquisition Agreement, Zebra is extending the expiration of the Offer until 5:00 p.m., New York City time, on Friday, March 8, 2002, unless the Offer is further extended. The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on Friday, February 22, 2002. The extension of the Offer is made because the applicable waiting period under the HSR Act has not yet expired or been terminated. All references to "5:00 p.m., New York City time, on Friday, February 22, 2002" as the "Expiration Date," or time of expiration of the Offer, are hereby amended to refer to "5:00 p.m., New York City time, on Friday, March 8, 2002."
As of 12:00 Noon, New York City time, on February 22, 2002, 10,035,225 Shares (including guaranteed deliveries) were validly tendered and not withdrawn, representing approximately 85.3% of the outstanding Shares.
On February 22, 2002, Zebra and Fargo issued a joint press release announcing the extension of the expiration of the Offer until 5:00 p.m., New York City time, on Friday, March 8, 2002. The press release is contained in Exhibit 99.1(a)(5)(P) hereto, and the information set forth in the press release is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit:
99.1(a)(5)(P) Joint Press Release issued by Zebra and Fargo on February 22, 2002
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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.
| ZEBRA TECHNOLOGIES CORPORATION | ||||
By: |
/s/ EDWARD L. KAPLAN Name: Edward L. Kaplan Title: Chairman and Chief Executive Officer |
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RUSHMORE ACQUISITION CORP. |
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By: |
/s/ CHARLES R. WHITCHURCH Name: Charles R. Whitchurch Title: Vice President, Treasurer and Secretary |
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February 22, 2002
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| Exhibit Number |
Description |
|
|---|---|---|
| 99.1(a)(1)(A) | Offer to Purchase, dated August 3, 2001 | |
| 99.1(a)(1)(B) | Letter of Transmittal | |
| 99.1(a)(1)(C) | Notice of Guaranteed Delivery | |
| 99.1(a)(1)(D) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| 99.1(a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| 99.1(a)(1)(F) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 | |
| 99.1(a)(1)(G) | Summary Advertisement as published in the Wall Street Journal on August 3, 2001 | |
| 99.1(a)(5)(A) | Complaint filed by James Stewart in District Court, Fourth Judicial District, County of Hennepin, State of Minnesota on August 13, 2001 | |
| 99.1(a)(5)(B) | Joint Press Release issued by Zebra and Fargo on August 17, 2001 | |
| 99.1(a)(5)(C) | Joint Press Release issued by Zebra and Fargo on August 30, 2001 | |
| 99.1(a)(5)(D) | Joint Press Release issued by Zebra and Fargo on September 14, 2001 | |
| 99.1(a)(5)(E) | Joint Press Release issued by Zebra and Fargo on September 28, 2001 | |
| 99.1(a)(5)(F) | Joint Press Release issued by Zebra and Fargo on October 12, 2001 | |
| 99.1(a)(5)(G) | Joint Press Release issued by Zebra and Fargo on October 26, 2001 | |
| 99.1(a)(5)(H) | Joint Press Release issued by Zebra and Fargo on November 9, 2001 | |
| 99.1(a)(5)(I) | Joint Press Release issued by Zebra and Fargo on November 26, 2001 | |
| 99.1(a)(5)(J) | Joint Press Release issued by Zebra and Fargo on December 10, 2001 | |
| 99.1(a)(5)(K) | Joint Press Release issued by Zebra and Fargo December 21, 2001 | |
| 99.1(a)(5)(L) | Joint Press Release issued by Zebra and Fargo on January 9, 2002 | |
| 99.1(a)(5)(M) | Joint Press Release issued by Zebra and Fargo on January 24, 2002 | |
| 99.1(a)(5)(N) | Joint Press Release issued by Zebra and Fargo on February 5, 2002 | |
| 99.1(a)(5)(O) | Joint Press Release issued by Zebra and Fargo on February 7, 2002 | |
| 99.1(a)(5)(P)* | Joint Press Release issued by Zebra and Fargo on February 22, 2002 | |
| 99.1(d)(1) | Acquisition Agreement, dated July 31, 2001, by and among Fargo, Zebra and Merger Sub | |
| 99.1(d)(2) | Confidentiality Agreement, dated July 10, 2001, by and between Zebra and Fargo | |
| 99.1(d)(3) | Exclusivity Agreement, dated July 10, 2001, by and between Zebra and Fargo | |
| 99.1(d)(4) | Form of Stockholder Agreement, dated as of July 31, 2001, by and between Zebra and each of certain entities affiliated with TA Associates, Inc., and St. Paul Venture Capital, Inc. | |
| 99.1(d)(5) | Form of Stockholder Agreement, dated as of July 31, 2001, by and between Zebra and each of Fargo's directors and executive officers |
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| 99.1(d)(6) | Amendment No. 1 to Acquisition Agreement, dated as of August 30, 2001, by and among Fargo, Zebra and Merger Sub | |
| 99.1(d)(7) | Amendment No. 2, dated as of October 11, 2001, to Acquisition Agreement among Zebra, Merger Sub and Fargo | |
| 99.1(d)(8) | Amendment No. 3, dated as of February 5, 2002, to Acquisition Agreement by and among Fargo, Zebra and Merger Sub |
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