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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. 1)
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DOCUMENT SCIENCES CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
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25614R-10-5
(CUSIP Number of Class of Securities)
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JOHN L. MCGANNON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DOCUMENT SCIENCES CORPORATION
6339 PASEO DEL LAGO
CARLSBAD, CA 92009
(760) 602-1400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE BIDDER)
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WITH A COPY TO:
RONALD S. BEARD
GIBSON, DUNN & CRUTCHER LLP
JAMBOREE CENTER, 4 PARK PLAZA
IRVINE, CA 92614-8557
(949) 451-3800
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[ ] 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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Document Sciences Corporation, a Delaware corporation (the "Company"),
hereby amends and supplements its Tender Offer Statement on Schedule TO
originally filed on February 16, 2001 (the "Schedule TO"), as subsequently
amended from time to time, with respect to its offer to purchase up to 6,000,000
shares, or such lesser number as are properly tendered and not properly
withdrawn, of its outstanding common stock, par value $0.001 per share (the
"Shares"), at a purchase price of $2.00 per share, net to the seller in cash,
subject to applicable withholding of taxes, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
February 16, 2001 (the "Offer to Purchase"), a copy of which was previously
filed as Exhibit (a)(1)(A), and the related Letter of Transmittal (the "Letter
of Transmittal"), previously filed as Exhibit (a)(1)(B) (which, together with
the Offer to Purchase, as amended or supplemented from time to time, constitute
the "Offer"). Capitalized terms used, but not defined, herein have the
respective meanings assigned to such terms in the Schedule TO and the Offer to
Purchase.
ITEMS 1-11.
The Schedule TO, which expressly incorporates by reference the
information provided in the Offer to Purchase and the Letter of Transmittal in
response to all items of the Schedule TO, is hereby amended and supplemented as
follows:
1. The second paragraph under the heading "Odd Lots" in Section 1 of the
Offer to Purchase is deleted in its entirety and the following paragraph is
added in its place:
"While Document Sciences previously reserved the right to purchase all
shares properly tendered by stockholders who, as a result of proration, would
then own beneficially or of record an aggregate of less than 100 shares,
Document Sciences will not purchase such shares. Instead, Document Sciences will
purchase all shares properly tendered by stockholders who own beneficially or of
record less than 100 shares before taking into account proration, in compliance
with Rule 13e-4(f)(3) of the Exchange Act."
2. The following text is added immediately after the first paragraph
under the heading "Acceptance for Payment and Payment for Shares" in Section 3
of the Offer to Purchase:
"Notwithstanding the above reservation, Document Sciences will promptly
pay for or return the shares tendered following expiration of the offer in
compliance with Rule 14e-1(c) of the Exchange Act."
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: February 28, 2001
DOCUMENT SCIENCES CORPORATION
By: /s/ John L. McGannon
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Name: John L. McGannon
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) * Offer to Purchase dated February 16, 2001.
(a)(1)(B) * Letter of Transmittal.
(a)(1)(C) * Notice of Guaranteed Delivery.
(a)(1)(D) * Letter from the Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(E) * Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(1)(F) * Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) * Press Release dated February 16, 2001 (included in the Schedule
TO-C filed by Document Sciences Corporation with the Securities
and Exchange Commission on February 16, 2001).
(b) Not applicable.
(d) * Letter Agreement between the Company and Xerox Corporation
relating to the tender of Xerox's Shares and granting the
Company an option to purchase up to an additional 2,000,000
Shares after expiration of the Offer.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.