Soligen Technologies Inc – ‘SC 13E4’ on 5/16/97 re: Soligen Technologies Inc

As of:  Friday, 5/16/97   ·   Accession #:  891020-97-916   ·   File #:  5-50967

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Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4     Tender-Offer Statement -- Issuer Tender Offer          7     31K 
 2: EX-9.1      Offer Letter, Letter of Tansmtl. and Related Mtrl.    10     33K 

SC 13E4   —   Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents

SC 13E4
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SCHEDULE 13E-4
 ISSUER TENDER OFFER STATEMENT
 (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SOLIGEN TECHNOLOGIES, INC.
(Name of Issuer)

SOLIGEN TECHNOLOGIES, INC.
(Name of Person(s) Filing Statement)

CLASSES A-G WARRANTS
(Title of Class of Securities)

 N/A
 (CUSIP Number of Class of Securities)

 Yehoram Uziel
Soligen Technologies, Inc.
19408 Londelius Street
Northridge, California 91324
(818) 718-1221
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications on Behalf of the Person(s) Filing Statement)
with a copy to
Bruce A. Robertson
Garvey, Schubert & Barer
1191 Second Avenue, 18th Floor
Seattle, Washington 98101-2939
(206) 464-3939

MAY 16, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)

                                                                [Download Table]

================================================================================
                            Calculation of Filing Fee                           
--------------------------------------------------------------------------------
                                                                                
      Transaction Valuation*                Amount of Filing Fee                
             $4,524,800                             $905.00                     
================================================================================

 * Calculated pursuant to Rule O-11(b)(1) based on the maximum
 amount of cash to be paid for securities assuming all
warrants exercised at $.50 per share

[ ]     Check 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:_____________________________________________________    
Form or Registration No.:___________________________________________________    
Filing Party:_______________________________________________________________    
Date Filed:_________________________________________________________________    

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SC 13E4
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ITEM 1.  SECURITY AND ISSUER.                                                   

    (a)     The issuer is Soligen Technologies, Inc. ("Company") and the
            address of its principal executive office is 19408 Londelius
Street, Northridge, California 91324            

         Existing Warrants. As of the date hereof, the Company has the following
Warrants outstanding ("Existing Warrants"):                                     

 CURRENT TERMS

                                                                [Download Table]

================================================================================
     Class      Number of Warrants       Exercise Price         Expiration Date 
--------------------------------------------------------------------------------
                                                                                
       A             1,195,000                $1.25                 4/14/98     
--------------------------------------------------------------------------------
       B             1,195,000                $2.50                 4/14/98     
--------------------------------------------------------------------------------
       C               990,000                $1.50                 6/9/97*     
--------------------------------------------------------------------------------
       D               198,000                $0.75                 6/9/97*     
--------------------------------------------------------------------------------
       E             3,325,000                $1.50                 1/14/00     
--------------------------------------------------------------------------------
       F               532,000                $0.55                 1/26/01     
--------------------------------------------------------------------------------
       G             2,000,000                $0.90                 1/14/00     
--------------------------------------------------------------------------------
     Total           9,435,000                                                  
================================================================================

*  Exercise period of Class C and Class D Warrants has been extended to         
June 30, 1997.                                                            

    Amended Terms. The Company is seeking the exercise of all Existing
Warrants by amending the terms to include the following exercise and exchange   
provisions:                                                                     

     (i) Exercise Offer. The Company is offering the holders of Existing
Warrants ("Holders") the option to exercise all Existing Warrants at a reduced  
exercise price of $0.50 per share. Alternatively, at Holder's option, Holders   
may exercise Existing Warrants at $0.45 per share if they agree to restrict     
marketability of the exercised shares for six (6) months from the date of       
exercise. This Exercise Offer will be available to Holders if and only if they  
exercise their Existing Warrants on or prior to June 30, 1997, unless such date 
is extended by the Company. Partial exercise of a Holder's Existing Warrants    
according to these terms will be permitted. The exercise period of the Class C  
and Class D Warrants has been extended to June 30, 1997 in order to allow the   
Holders of such warrants an opportunity to exercise warrants on these amended   
terms.                                                                          

         (ii) Exchange Offer. Alternatively, Holders may exchange their Existing
Warrants for Common Stock at the exchange ratios indicated in the following     
table:                                                                          

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TERMS OF OFFER

                                                                [Download Table]

================================================================================
   Class             Number of             Exercise                Exchange     
                     Warrants               Price*                  Ratio       
                                                               Warrants/shares  
--------------------------------------------------------------------------------
                                                                                
     A               1,195,000               $0.50                   10:1       
--------------------------------------------------------------------------------
     B               1,195,000               $0.50                   20:1       
--------------------------------------------------------------------------------
     C                 990,000               $0.50                   12:1       
--------------------------------------------------------------------------------
     D                 198,000               $0.50                   6:1        
--------------------------------------------------------------------------------
     E               3,325,000               $0.50                   8:1        
--------------------------------------------------------------------------------
     F                 532,000               $0.50                   2:1        
--------------------------------------------------------------------------------
     G               2,000,000               $0.50                   5:1        
--------------------------------------------------------------------------------
   Total             9,435,000                                                  
================================================================================

*  Shareholders who agree to a six (6) month restriction on transfer have       
the right to exercise their warrants for $0.45 per share.                 

The Exchange Offer will be available if and only if it is exercised on or before
June 30, 1997, unless such date is extended by the Company. Partial exchange of 
a Holder's Existing Warrants according to these terms will be permitted only if 
the Holder exercises the remaining portion of the Warrants according to the     
Exercise Offer. Existing Warrants not exercised or exchanged under the Exercise 
Offer or the Exchange Offer will remain outstanding and, with the exception of  
Class C and Class D Warrants (which expire at the close of business on June 30, 
1997), will remain exercisable in accordance with their original terms.         

        Certain executive officers and directors of the Company are Holders of
Warrants. Mr. Yehoram Uziel, the Company's Chief Executive Officer and Chairman 
of the Board of Directors, has advised the Company that he intends to exercise  
5,000 Class A and 5,000 Class B Warrants at $0.45 per share according to the    
terms of the Exercise Offer. Dr. Mark W. Dowley, a director of the Company, has 
advised the Company that he intends to exercise 10,000 Class A Warrants, 10,000 
Class B Warrants, and 100,000 Class E Warrants at $0.45 per share according to  
the terms of the Exercise Offer. Mr. Kenneth T. Friedman, a director of the     
Company, has advised the Company that he intends to exercise all of his 100,000 
Class E Warrants at $0.45 per share according to the terms of the Exercise      
Offer.                                                                          

     (b) The Common Stock of the Company is listed on the American Stock
Exchange, Emerging Company Market. The Existing Warrants are not listed for     
trading and no market exists for said warrants.                                 

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         (c) This issuer tender offer statement is being filed by the Company as
issuer.                                                                         

ITEM 2.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

         (a) Due to the fact this transaction is an offer to Holders to exercise
their Existing Warrants, there is no source and total amount of funds or other  
consideration applicable to the Company. The Company will use existing working  
capital to pay expenses associated with this transaction.                       

     (b) No part of the expenses related to this offer is expected to be
borrowed, directly or indirectly, for purposes of the Exercise Offer or the     
Exchange Offer.                                                                 

ITEM 3.   PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR   
AFFILIATE.                                                  

   The purpose of the Exercise Offer described in Item 1 above is to
assist the Company in raising capital by providing Holders with an incentive to 
exercise their warrants. As disclosed in the Company's quarterly report for the 
period ended December 31, 1996, the Company does not expect its current cash    
reserves to be adequate beyond June 30, 1997. In addition, the Company believes 
the Exchange and Exercise Offers, if successful, will benefit shareholders and  
the Company by eliminating all or a portion of the "overhang" of warrants that  
may constrict stock prices.                                                     

  Except as described above with respect to the Exercise Offer and
Exchange Offer, there are no present plans or proposals which relate to or would
result in:                                                                      

   (a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;                         

(b) An extraordinary corporate transaction, such as a merger, 
reorganization or liquidation, involving the issuer or any of its subsidiaries; 

        (c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;                                                        

       (d) Any change in the present board of directors or management of the
issuer including, but not limited to, any plans or proposals to change the      
number or the term of directors, to fill any existing vacancy on the board or to
change any material term of the employment contract of any executive officer;   

    (e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the issuer;                                   

(f) Changes in the issuer's charter, bylaws or instruments    
corresponding thereto or other actions which may impede the acquisition of      
control of the issuer by any person;                                            

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     (g) Causing a class of equity security of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities            
association;                                                                    

    (h) A class of equity security of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or         

        (i) The suspension of the issuer's obligation to file reports pursuant
to Section 15(d) of the Act.                                                    

ITEM 4.  INTEREST IN SECURITIES OF THE ISSUER.                                  

         No transaction by the Company, any executive officer or director of the
Company, any person controlling the Company or any associate or subsidiary of   
such person in the Existing Warrants was effected in the past 40 business days. 

ITEM 5.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO THE ISSUER'S SECURITIES.                                   

  There is no contract, arrangement, understanding or relationship
relating, directly or indirectly, to the Exercise Offer or Exchange Offer       
between the Company (including its executive officers and directors) and any    
person with respect to any securities of the Company.                           

ITEM 6.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.                       

   The transaction described herein will be conducted by the Company
through its executive officers, and no other person has been retained to make   
solicitations or recommendations in connection with this transaction.           

ITEM 7.  FINANCIAL INFORMATION.                                                 

       The Company's audited financial statements for the fiscal years ended
March 31, 1996 and March 31, 1995, and the Company's unaudited balance sheets   
and comparative year-to-date income statements and statements of cash flows and 
related earnings for the three and nine-month periods ended December 31, 1996   
are filed as Exhibits 9.2 and 9.3 hereto and are incorporated herein by this    
reference.                                                                      

ITEM 8.  ADDITIONAL INFORMATION.                                                

        (a) Registration of Shares Issued Upon Exercise or Exchange. Shares of
Common Stock issuable upon exercise of all Existing Warrants other than Series F
Warrants have been registered pursuant to a registration statement on Form S-3  
(the "S-3") (Regis. No. 333-3692) filed by the Company and declared effective by
the Securities and Exchange Commission (the "Commission") on April 14, 1997.    
Subject to the six-month restriction on transfer for Holders who elect to       
exercise at $0.45 per share, shares issued upon exercise or exchange of Series  
A, B, C, D, E and G Warrants on the terms described herein are eligible for     
resale by Holders pursuant to the S-3; provided, that such sales must be        
conducted in accordance with the                                                

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prospectus delivery and other requirements applicable to sales under the S-3, as
well as the requirements of applicable state Blue Sky laws.                     

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.                                      

The following material is filed as Exhibits:                  

                 9.1 Offer letter, letter of transmittal and related materials
given to Holders by the Company in connection with the tender offer.            

                9.2 The Company's audited financial statements for the years
ended March 31, 1996 and March 31, 1995, which are incorporated herein by       
reference from the Company's Annual Report on Form 10-KSB/A as filed with the   
Commission on February 27, 1997.                                                

              9.3 The Company's unaudited balance sheets and comparative
year-to-date income statements, statements of cash flow and related earnings for
the three and nine-month periods ended December 31, 1996, which are incorporated
by reference from the Company's Quarterly Report on Form 10-QSB as filed with   
the Commission on February 10, 1997.                                            

 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. 

May 16, 1997                           SOLIGEN TECHNOLOGIES, INC.               
(Date)                                                                          

By
                                      ------------------------------------
                                 Yehoram Uziel, President, Chief
                                       Executive Officer and Chairman of the
                    Board of Directors

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SC 13E4
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 EXHIBIT INDEX

                                                        [Enlarge/Download Table]

                                                                              SEQUENTIAL
EXHIBIT NO.                                                                    PAGE NO. 
-----------                                                                   ----------
                                                                                        
9.1          Offer Letter, letter of transmittal and related materials given            
             to Holders by the Company in connection with the tender offer.             

9.2          Audited financial statements for years ended March 31, 1996 and            
             March 31, 1995 - Incorporated by reference to the Company's                
             Annual Report on Form 10-KSB as filed with the Commission on               
             February 27, 1997.                                                         

9.3          Unaudited financial statements for the three and nine-month                
             periods ended December 31, 1996 - Incorporated by reference to             
             the Company's Quarterly Report on Form 10-QSB as filed with the            
             Commission on February 10, 1997.                                           

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E4’ Filing		Date		First		Last			Other Filings
		6/30/97		2		4			10QSB,  NT 10-K
Filed on:		5/16/97		1		6			8-K
		4/14/97		5
		2/27/97		6		7			10KSB/A
		2/10/97		6		7
		12/31/96		4		7			10QSB
		3/31/96		5		7			10KSB/A,  10KSB40
		3/31/95		5		7
									List all Filings