SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DOCUMENT SCIENCES CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Issuer))
Common Stock, $0.001 par value
(Title of Class of Securities)
25614R105
(CUSIP Number of Class of Securities)
John L. McGannon
President and Chief Executive Officer
5958 Priestly Drive
Carlsbad, California 92008
(Name and address of agent for service)
(760) 602-1400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copy to:
John M. Williams
Gibson, Dunn & Crutcher LLP
4 Park Plaza, Suite 1400
Irvine, California 92614
(949) 451-3800
Calculation of Filing Fee
Transaction Valuation* | Amount of Filing Fee** | |
$5,525,000 | $169.62 |
* | The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of 850,000 shares of common stock, $0.001 par value, at the maximum tender offer price of $6.50 per share. |
** | $30.70 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 7 for fiscal year 2007. |
x | Check the 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: $169.62 | Filing Party: Document Sciences Corporation | |
Form or Registration No.: Schedule TO | Date Filed: May 17, 2007 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes 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
INTRODUCTION
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2007, as amended and supplemented by Amendment No. 1 filed with the SEC on June 14, 2007 (the “Schedule TO”), and relates to the offer by Document Sciences Corporation, a Delaware corporation (the “Company”), to purchase up to 850,000 shares, or such lesser number as are properly tendered and not properly withdrawn, of its common stock, $0.001 par value per share (the “Common Stock”), at a price not greater than $6.50 nor less than $6.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 17, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), to the Schedule TO (which together, as amended or supplemented from time to time, constituted the “Offer”).
The information contained in the Offer is expressly incorporated herein by reference into this Amendment No. 2 to Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. This Amendment No. 2 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
Items 1 through 11
Items 1 through 11 of the Schedule TO are hereby amended and supplemented as follows:
(1) On June 21, 2007, the Company issued a press release announcing the final results of the Offer, which expired at 5:00 p.m., New York City time, on Friday, June 15, 2007. A copy of that press release is attached to this Schedule TO as Exhibit (a)(5)(iii) and is incorporated herein by this reference.
Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit(s):
(a)(5)(iii) Press Release, dated June 21, 2007.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.
DOCUMENT SCIENCES CORPORATION | ||
/s/ John L. McGannon | ||
John L. McGannon | ||
President and Chief Executive Officer |
Date: June 21, 2007
Index to Exhibits
Exhibit Number | Description | |
(a)(1)(i) | Offer to Purchase, dated May 17, 2007.* | |
(a)(1)(ii) | Letter of Transmittal (including Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* | |
(a)(1)(iii) | Notice of Guaranteed Delivery.* | |
(a)(1)(iv) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* | |
(a)(1)(v) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* | |
(a)(5)(i) | Press Release, dated May 15, 2007.* | |
(a)(5)(ii) | Form of Summary Advertisement, dated May 17, 2007.* | |
(a)(5)(iii) | Press Release, dated June 21, 2007. | |
(b)(1)(i) | Credit Facilities Commitment Letter dated May 10, 2007 between Document Sciences Corporation and Silicon Valley Bank.* | |
(b)(1)(ii) | Loan and Security Agreement dated as of June 8, 2007 between Document Sciences Corporation and Silicon Valley Bank.** |
* | Previously filed with the Schedule TO on May 17, 2007. |
** | Previously filed with the Form 8-K filed on June 14, 2007. |