Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: SC 13E3/A Tender Offer Statement Under Section 14(D)(1) or HTML 32K 13(E)(1) of the SEC Act of 1934 (Amendment No. 2)
(Date
Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION
OF FILING FEE
Transaction
valuation*
Amount
of filing fee
$154,500
$16.53
*
Calculated solely for the purpose of determining the filing fee, based upon
the
purchase of 30,900 shares at the tender offer price of $5.00 per share.
[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.
[
] 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.
[X] 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 ]
AMENDMENT
NO. 2 TO TENDER OFFER STATEMENT
This
Amendment No. 2 amends and supplements the Tender Offer Statement and Rule
13e-3
Transaction Statement filed
under
cover of Schedule TO (the “Schedule TO”) with the Securities and Exchange
Commission (the “SEC”) on November 16, 2006, as amended by Amendment No. 1 filed
with the SEC on December 5, 2006, in
connection with a two-step going-private transaction (the “Transaction”)
proposed by the Board
of
Directors of DiCon Fiberoptics, Inc. (“DiCon” or the “Company”), consisting of
(1) a 1-for-5 reverse split of the outstanding shares of common stock of the
Company (the “Stock Split”) intended to increase the number of shareholders
holding less than 100 shares of the Company’s stock (“Odd-lot Shareholders”) and
cashout resulting fractional shares at the rate of $5.00 per whole share, and,
thereafter, (2) a tender offer made by the Company to purchase from its
shareholders up to 30,900 shares (on a post-Stock Split basis) at purchase
price
of $5.00 per share, net to the seller in cash, without interest. This Amendment
No. 2 is the final amendment to the Tender Offer Statement and Rule 13e-3
Transaction Statement filed
under
cover of Schedule TO. This tender offer is made upon the terms and subject
to
the conditions set forth in the Offer to Purchase, dated November 16, 2006
(the
"Offer to Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal"), which, as amended or supplemented from time to time, together
constitute the "Offer". Capitalized terms used herein and not otherwise defined
have the respecting meanings ascribed to them in the Offer to
Purchase.
Items
1 through 9 and 11 of the Schedule TO.
As
of
12:00 p.m. Eastern time on Friday, December 15, 2006, the Transfer Agent for
the
Company reported that more than 30,900 shares of Common Stock had been validly
tendered pursuant in the Offer and not then withdrawn. The Transfer Agent also
reported to the Company that the proration factor for the Offer is
40.76%.
On
December 18, 2006, the Company delivered a notice to the Transfer Agent
accepting 30,875 of the tendered shares of Common Stock, including all "odd
lots" validly tendered and not withdrawn. As a result of the acceptance of
shares tendered in the Offer, as of the date of this Amendment No. 2, the number
of the Company's record holders of Common Stock is below 300. Accordingly,
the
Company will promptly file a Form 15 with the Securities and Exchange Commission
terminating its registration under Section 12(g) of the Securities Exchange
Act
of 1934, as amended.
Information
Required by Schedule 13E-3.
Items
1 through 12, 14 and 15 of the Schedule 13E-3.
As
of
12:00 p.m. Eastern time on Friday, December 15, 2006, the Transfer Agent for
the
Company reported that more than 30,900 shares of Common Stock had been validly
tendered pursuant in the Offer and not then withdrawn. The Transfer Agent also
reported to the Company that the proration factor for the Offer is
40.76%.
On
December 18, 2006, the Company delivered a notice to the Transfer Agent
accepting 30,875 of the tendered shares of Common Stock, including all "odd
lots" validly tendered and not withdrawn. As a result of the acceptance of
shares tendered in the Offer, as of the date of this Amendment No. 2, the number
of the Company's record holders of Common Stock is below 300. Accordingly,
the
Company will promptly file a Form 15 with the Securities and Exchange Commission
terminating its registration under Section 12(g) of the Securities Exchange
Act
of 1934, as amended.
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.
Fairness
Opinion Presentation Of Howard Frazier Barker Elliott, Inc. Dated
April19, 2006 (incorporated herein by reference to Appendix B of DiCon
Fiberoptics, Inc.’s Schedule 14A filed with the Securities and Exchange
Commission on July 31, 2006)
(c)(2)
Fairness
Opinion Presentation Of Howard Frazier Barker Elliott, Inc. Dated
July 6,2006 (incorporated herein by reference to Appendix C of DiCon Fiberoptics,
Inc.’s Schedule 14A filed with the Securities and Exchange Commission
on
July 31, 2006)
Fairness
Opinion Of Howard Frazier Barker Elliott, Inc. Dated July 6, 2006
(incorporated herein by reference to Appendix E of DiCon Fiberoptics,
Inc.’s Schedule 14A filed with the Securities and Exchange Commission
on
July 31, 2006)
(c)(5)
Company
Valuation Report Dated November 2003 (incorporated
herein by reference to exhibit (c)(5) of DiCon Fiberoptics, Inc.’s
Schedule 13E-3 filed with the Securities and Exchange Commission
on
September 1, 2006)
(c)(6)
Company
Valuation Report Dated December 2005 (incorporated
herein by reference to exhibit (c)(5) of DiCon Fiberoptics, Inc.’s
Schedule 13E-3 filed with the Securities and Exchange Commission
on
September 1, 2006)
(c)(7)
Appraisal
Report Of CB Richard Ellis Dated March 6, 2006 (incorporated
herein by reference to exhibit (c)(5) of DiCon Fiberoptics, Inc.’s
Schedule 13E-3 filed with the Securities and Exchange Commission
on
September 1, 2006)
+Filed
previously.
Dates Referenced Herein and Documents Incorporated by Reference