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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. 2)
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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: [X]
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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withdrawn, of its outstanding common stock, par value $0.001 per share (the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.
ITEM 11.
Item 11 of 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 to
include the following information:
On March 27, 2001, Document Sciences issued the press release filed as
Exhibit (a)(1)(H), which is incorporated herein by reference.
ITEM 12. EXHIBITS.
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).
(a)(1)(H) Press Release dated March 27, 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.
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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: March 27, 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).
(a)(1)(H) Press Release dated March 27, 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.