Opt Sciences Corp – ‘SC 13E3/A’ on 1/20/05 re: Opt Sciences Corp

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Form 13E3 Amended                                      7±    34K 

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SC 13E3/A
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<SEQUENCE>1                                                                     
<FILENAME>sc3.txt                                                               
SECURITIES AND EXCHANGE COMMISSION          
Washington, D.C. 20549          

SCHEDULE 13e-3        

Amendment No. 1       

Rule 13e-3 Transaction Statement                
Pursuant to Section 13(e) of the Securities Exchange Act of 1934        

Opt-Sciences Corporation  
-----------------------------------------------------------------------         
(Name of the Issuer)          

Opt-Sciences Corporation, Arthur J. Kania Trust   
and Arthur J. Kania   
-----------------------------------------------------------------------         
(Name of Persons Filing Statement)        
Common Stock, $.25 par value      
-----------------------------------------------------------------------         
(Title of Class of Securities)    

#671003-10-1                
-----------------------------------------------------------------------         

(CUSIP Number of Class of Securities)         

 Anderson L. McCabe, President
  Opt-Sciences Corporation
   1912 Bannard Street
   Post Office Box 221
   Riverton, New Jersey 08077-0221
  (856) 829-2800

(Name, Address, and Telephone Number of Person Authorized to Receive            
Notices and Communication on Behalf of Person(s) Filing Statement)              

COPY TO:          John Lasak, Esq.                                              
Kania, Lindner, Lasak and Feeney            
Two Bala Plaza, Suite 525                   
Bala Cynwyd, PA  19004                      
(610) 667-3240                              

This statement is filed in connection with (check the appropriate box):         

a. [X]   The filing of solicitation materials or an information                 
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c)            
under the Securities Exchange Act of 1934.                                      
b. [ ]   The filing of a registration statement under the Securities Act        
of 1933.                                                      
c. [ ]   A tender offer.                                                        
d. [ ]   None of the above.                                                     

Check the following box if the soliciting materials or information              
statement referred to in checking box (a) are preliminary copies: [X]           

Check the following box if the filing is a final amendment reporting the        
results of the transaction: [   ]                                               

Calculation of Filing Fee         

Transaction valuation*                     Amount of filing fee                 
---------------------                      --------------------                 
$1,012,000                                  $128.20             

* The transaction value is calculated based on $4.75 per share to be paid       
for an estimated 213,000 pre-reverse stock split shares in lieu of the          
fractional shares expected to be created by the Rule 13e-3 transaction.         
The filing fee is .00012670 times the transaction value.                        

[  ] 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:  $128.22                                                
Form or Registration No.:  Schedule 13E-3 (File No. 005-08886)                  
Filing Party:  Opt Sciences Corporation                                         
Date Filed:  November 3, 2004                                                   

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Introduction                                                                    

This Rule 13e-3 Transaction Statement on Schedule 13e-3 (together     
with the Exhibit hereto, this "Schedule 13e-3") is filed by Opt-Sciences        
Corporation, a New Jersey Corporation (the "Company"), the Arthur J. Kania      
Trust and Arthur J. Kania, pursuant to Section 13(e) of the Securities          
Exchange Act of 1934 and Rule 13e-3 thereunder.  The Company's directors        
and a 2/3 majority of its shareholders have already approved an amendment       
to the Company's Certificate of Incorporation that would provide for the        
conversion and reclassification of each 2,000 outstanding shares of the         
Company's common stock into one new share of common stock in a reverse          
stock split.  In the reverse stock split, the common shareholders will          
receive one share of common stock for each 2,000 shares they hold               
immediately prior to the effective date of the reverse stock split and they     
will receive cash in lieu of all fractional shares to which they would          
otherwise be entitled.  The cash payment for the common stock will be equal     
to $4.75 per pre-split share.                                                   

The Reverse Stock Split is being made upon the terms set forth in the 
preliminary information statement filed concurrently with the Schedule 13e-     
3 (the "Information Statement").  The information in the Information            
Statement, including all Exhibits thereto, is expressly incorporated herein     
by reference in its entirety and responses to each item are qualified in        
their entirety by the Information Statement.  As of the date hereof, the        
Information Statement is in preliminary form and is subject to completion       
or amendment.                                                                   

Item 1.  Summary Term Sheet.                                                    

The information set forth in the Information Statement under the caption        
"SUMMARY TERM SHEET" is incorporated herein by reference.                       

Item 2.  Subject Company Information.                                           

(a)   Opt-Sciences Corporation                                                  
1912 Bannard Street                                                 
Riverton, New Jersey 08077-0221                                     
(856) 829-2800                                                      

(b) - (d)  The information set forth in the Information Statement under         
the caption "INTRODUCTORY STATEMENT" is incorporated herein by                  
reference.                                                                      

(e) - (f)  None.                                                                

Item 3.  Identity and Background of Filing Person.                              

(a)(i)     Opt-Sciences Corporation (Subject Corporation)                       
1912 Bannard St.                                            
Post Office Box 221                                         
Riverton, N.J. 08077-0221                                   
(856) 829-2800                                              

(ii)     Arthur J. Kania Trust (Affiliated Shareholder)                   
Two Bala Plaza, Suite 525                                   
Bala Cynwyd, PA  19004                                      
(610) 667-0163                                              

(iii)     With respect to the directors and officers of the Company, the        
information set forth in the Information Statement under the                    
caption "OTHER INFORMATION - - Information Regarding Directors                  
and Executive Officers" is incorporated by reference.                           

(b)  Arthur J. Kania Trust (the "Trust") is an Irrevocable Trust formed         
under the laws of the Commonwealth of Pennsylvania.  The Trust has not been     
convicted in a criminal proceeding during the last five years or at any         
other time.  The Trust has not been a party to any judicial or                  
administrative proceeding during the last five years, that resulted in a        
judgment, decree or final order enjoining the person from future violations     
of, or prohibiting its activities subject to, federal or state securities       
laws, or a finding of any violation of federal or state securities law.         

(c)  Tender Offer.  Not applicable                                              

Item 4.  Terms of the Transaction.                                              

(a)  The information set forth in the Information Statement under the           
caption "INTRODUCTORY STATEMENT", SUMMARY TERM SHEET", and "SPECIAL FACTORS     
RELATING TO THE REVERSE SPLIT - Purposes of and Reasons for the Reverse         
Split" and "THE EFFECTS OF THE REVERSE SPLIT; FAIRNESS; TAXES" are              
incorporated herein by reference.                                               
(c)  None.                                                                      

(d)  The information set forth in the Information Statement under the           
caption "OTHER INFORMATION - Lack of Appraisal Rights" is incorporated          
herein by reference.                                                            

(e)  None                                                                       

(f)  Not applicable.                                                            

Item 5.  Past Contacts, Transactions, Negotiations, and Agreements.             

(a) - (c), (e)  The information set forth in the Information Statement and      
captioned "Certain Relationships and Related Transactions" is incorporated      
herein by reference.                                                            

Item 6.  Purposes of the Transaction and Plans or Proposals.                    

(b)  The information set forth in the Information Statement under the           
caption "SUMMARY TERM SHEET" is incorporated herein by reference.               

(c)(1) - (8)  The information set forth in the Information Statement            
under the caption "THE EFFECTS OF THE REVERSE SPLIT; FAIRNESS; TAXES - The      
Effect of the Reverse Split on Affiliated Parties" is incorporated herein       
by reference.                                                                   

Item 7.  Purposes, Alternatives, Reasons, and Effects.                          

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(a)  The information set forth in the Information Statement under the           
caption "SPECIAL FACTORS RELATING TO THE REVERSE SPLIT- Purposes of and         
Reasons for the Reverse Split" is incorporated herein by reference.             

(b)  The information set forth in the Information Statement under the           
captions "SUMMARY TERM SHEET - Alternatives Considered" and "SPECIAL            
FACTORS RELATING TO THE REVERSE SPLIT - Going Private Transaction               
Alternatives" are incorporated herein by reference.                             

(c)  The information set forth in the Information Statement under the           
caption "SPECIAL FACTORS RELATING TO THE REVERSE SPLIT - Purposes of and        
Reasons for the Reverse Split" is incorporated herein by reference.             

(d)  The information set forth in the Information Statement under the           
captions "SPECIAL FACTORS RELATING TO THE REVERSE SPLIT - Purposes of and       
Reasons for the Reverse Split - Potential Disadvantages of the Reverse          
Split - Advantages of Going Private - Disadvantages of Going Private" and       
"THE EFFECTS OF THE REVERSE SPLIT; FAIRNESS; TAXES" are incorporated herein     
by reference.                                                                   

Item 8.  Fairness of the Transaction.                                           

(a)     The subject Company, acting through its Board of Directors, as well     
as Arthur J. Kania, and the Arthur J. Kania Trust all reasonably believe        
that the Rule 13e-3 transaction described in the Information Statement is       
fair to unaffiliated security holders.                                          

(b)     The factors considered by all filing parties in determining the         
fairness of the Rule 13e-3 transaction on unaffiliated security holders and     
the relative weight given to such factors are described in the Information      
Statement under the heading "THE EFFECTS OF THE REVERSE SPLIT; FAIRNESS;        
TAXES - - Fairness of the Transaction" which is incorporated herein by          
reference.                                                                      

(c)     The transaction is not structured to require approval of at least a     
majority of the unaffiliated security holders.                                  

(d)     No unaffiliated representative was engaged to act solely on behalf of   
unaffiliated security holders for purposes of negotiating the terms of the      
Rule 13e-3 transaction and/or preparing a report concerning the fairness of     
the transaction (although an otherwise unaffiliated entity - - Curtis           
Financial Group, LLC - was engaged to prepare a report concerning the           
fairness of the transaction to the unaffiliated stockholders.)                  

(e)     The Rule 13e-3 transaction was approved by a majority of the            
directors of the subject company who are not employees of the subject           
Company.                                                                        

(f)     No other offer of the type described in paragraph (viii) of             
Instruction 2 of Item 1014 of Regulation M-A has been received by the           
subject company or by any of the other filing parties with respect to the       
subject company during the past two years.                                      

Item 9.  Reports, Opinions, Appraisals, and Negotiations.                       

(a) -(b) The information set forth in the Information Statement under the       
caption "THE EFFECTS OF THE REVERSE SPLIT; FAIRNESS; TAXES - Fairness           
Opinion and Valuation of Curtis Financial Group, LLC" is incorporated           
herein by reference.                                                            

(c)  The full text of the Fairness Opinion and related valuation of the         
Common Stock prepared by Curtis Financial Group, LLC and dated October 28,      
2004,is attached to the Information Statement as Exhibit "D" and is             
incorporated herein by reference.                                               

Item 10.  Source and Amounts of Funds or Other Consideration.                   

(a)  The information set forth in the Information Statement under the           
caption "THE EFFECTS OF THE REVERSE SPLIT; FAIRNESS; TAXES - Financial          
Effect" is incorporated herein by reference.                                    

(b)  Not applicable.                                                            

(c)  The information set forth in the Information Statement under the           
caption "THE EFFECTS OF THE REVERSE SPLIT; FAIRNESS; TAXES -Financial           
Effect" is incorporated herein by reference.                                    

(d)  Not applicable.                                                            

Item 11.  Interest in Securities of the Subject Company.                        

(a)  The information set forth in the Information Statement under the           
caption "INTRODUCTORY STATEMENT"; "THE EFFECTS OF THE REVERSE SPLIT;            
FAIRNESS; TAXES - Effect of Reverse Split on Affiliated Parties"; and           
"OTHER INFORMATION - Information regarding Directors and Executive              
Officers" is incorporated herein by reference.                                  
(b)  None.                                                                      

Item 12.  The Solicitation or Recommendation.                                   

(d)  The information set forth in the Information Statement under the           
captions "INTRODUCTORY STATEMENT" and "THE EFFECTS OF THE REVERSE SPLIT;        
FAIRNESS; TAXES - Effect of Reverse Split on Affiliated Parties" is             
incorporated herein by reference.                                               

(e)  The Company's Board of Directors (Arthur J. Kania, Arthur J. Kania,        
Jr. and Anderson McCabe), after due consideration as described in the           
Information Statement under the caption "SPECIAL FACTORS RELATING TO THE        
REVERSE SPLIT - - Background of the Reverse Split" recommended to the           
Trustee of the Arthur J. Kania Trust that the Trust's shares in the Company     
be voted in favor of the reverse split.  The reasons for such                   
recommendation are stated in the Information Statement under the captions       
"SPECIAL FACTORS RELATING TO THE REVERSE SPLIT - Purposes of and Reasons        
for the Reverse Split and Advantages of Going Private."                         

Item 13.  Financial Statements.                                                 

(a)(1)  The financial statement information contained in the Annual             
Report filed as an exhibit to the Company's Form 10-KSB as of November          
1, 2003 is incorporated herein by reference.                                    

(a)(2)  The financial statement information contained in the Quarterly          
Report in the Form 10-QSB as of July 31, 2004 is incorporated herein by         
reference.                                                                      

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(a)(3)  Not applicable.                                                         

(a (4)  The information set forth in the Information Statement                  
under the caption "OTHER INFORMATION- Summary Financial Information" is         
incorporated herein by reference.                                               

(b)  The information set forth in the Information Statement under the           
caption "OTHER INFORMATION - Summary Financial Information" is                  
incorporated herein by reference.                                               

Item 14.  Persons / Assets Retained, Employed, Compensated, or Used.            

(a)  None.                                                                      

(b)  The Information set forth in the Information Statement under the           
caption "THE EFFECTS OF THE REVERSE SPLIT; FAIRNESS; TAXES - Financial          
Effect" is incorporated herein by reference.                                    

Item 15.  Additional Information.                                               

(b)  The information set forth in the Information Statement including all       
Exhibits thereto is incorporated herein by reference.                           
Item 16.  Exhibits.                                                             

(a)  An Information Statement filed electronically by EDGAR with the            
Securities and Exchange Commission.                                             

(b)  Not applicable.                                                            

(c)  Fairness Opinion and Valuation of Common Stock by Curtis Financial         
Group, LLC attached to the Information Statement as Exhibit "D".                

(d)  Not Applicable.                                                            

(f)  Not Applicable.                                                            

(g)  Not Applicable.                                                            

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.                                                                        

OPT-SCIENCES CORPORATION      ARTHUR J. KANIA TRUST                             

By:  /s/ Anderson L. McCabe     By:  /s/ Rose Sayen  By:  /s/ Arthur J. Kania   

  Anderson L. McCabe               Rose Sayen              Arthur J. Kania
President                        Trustee                              

Dated:  January     , 2005                                                      

EXHIBIT INDEX                                                                   

(1)     An Information Statement filed electronically by EDGAR with the         
Securities and Exchange Commission                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/20/05							PRER14C
		11/3/04		1					PRE 14C,  SC 13E3
		10/28/04		3
		7/31/04		3					10QSB
		11/1/03		3					8-K
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