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
EX-9.1 — Offer Letter, Letter of Tansmtl. and Related Mtrl.
Exhibit Table of Contents
SOLIGEN TECHNOLOGIES, INC.
19408 Londelius St.
Northridge, CA 91324
Tel: (818) 718-1221
Fax:(818) 718-0760
Email: Yehoram@PartsNow.com
May 16, 1997
Re: Notice of Amended Warrant Terms
Dear Shareholder:
By now, you should have received the formal announcement from Soligen's counsel
that the S-3 registration statement of the shares and warrants that you
purchased in one of our private placements became effective on April 14, 1997.
The registration process was a frustrating one. It took longer than what we all
anticipated, and we appreciate your patience and continued, long-term support.
In order to raise needed additional capital, we are offering you, for a limited
time period, as a member of the group of individuals who participated in
Soligen's prior private placements and own warrants of classes A through G, the
opportunity to exercise your existing warrants at a reduced exercise price, or
to exchange such warrants for shares of common stock. Before explaining these
terms, let me update you on the exciting progress that Soligen has made over the
last year, and how we intend to use the additional funds from the exercise of
the warrants.
Soligen's strategic focus has been on three specific areas: enhancing the
Company's depth of management to create the infrastructure to accommodate
significant growth; implementing the second stage of Soligen's Parts Now
strategy by combining our DSPC technology with conventional casting and CNC
machining practices; and increasing the penetration into our target markets. We
have laid important ground work, made significant achievements in all three
areas, and simultaneously reduced our operating losses to a minimum.
A strong endorsement of our abilities lies in the steady increase in our repeat
business. In fact, I don't know of any other company our size or at our stage
who does repeat business with major corporations such as: GM, Ford, Chrysler,
Opel, Honda, Toyota, Harley-Davidson, Mercury Marine, Caterpillar, Deere,
Navistar, Allied Signal, ITT, Disney, Qualcomm, JBL, Allison, Sulzer,
Ingersoll-Rand, and many more. Soligen's team has done a terrific job of
successfully quadrupling production with substantially the same work-force,
while maintaining the same 8 to 12 business days turn-around time on new orders.
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In January 1997, we completed the first step in launching the first DSPC center
in Europe. The agreement with CTTM in Le Mans, France, has enabled us to install
a DSPC 300 machine in Europe and launch a start-up program which is sponsored by
some of the biggest and best companies in France, including Peugeot, Renault,
Snecma, Aerospaciale, and Thomson CSF. We have shown that we can plan and
execute expansion into international markets without spending our own resources,
while at the same time generating income to Soligen. It is an important first
step toward establishing our European network, and it will give us an
opportunity to learn how to build sound working relationships in the European
Community with leading automotive, aerospace, and high-tech companies.
I hope this update provides you with a glimpse of what we have accomplished in
the past year. It has been an extraordinary challenge, however, we have
established a foundation for a prosperous and revolutionary company. I have
always believed that by taking a long-term approach we, the long-term
shareholders, will be better off.
Although the Company has made significant progress, we require additional
capital to take full advantage of the growing demand for our products and
services, and to advance the Company to the next stage. Specifically, we need to
expend capital on additional infrastructure, including building more DSPC
machines, CAD stations, personnel, office and manufacturing space expansion,
marketing and working capital. I see the potential to raise this capital by
exercising the warrants early, so therefore, Soligen hereby offers you the
following opportunity:
Through June 30, 1997, you will have the option to exercise your warrants at a
reduced exercise price of $0.50 per share. However, warrant holders who agree to
voluntarily restrict the marketability of their exercised shares for six (6)
months will have the right to exercise their warrants for $0.45 per share. In
either case, these shares are registered for resale under the S-3 registration
statement. A supplement to the prospectus previously mailed to you for sales
under the S-3 is enclosed.
For those warrant holders unable to participate in the exercise option, we have
structured a second alternative. In order to reduce the number of outstanding
warrants, the Company has decided to give warrant holders the option through
June 30, 1997 to exchange their warrants for shares. The exchange rate of the
warrants of different classes was calculated considering the exercise price and
the expiration date.
The exact terms of the exercise offer and the exchange offer are contained in
the Schedule 13E-4 which the Company has filed with the Securities and Exchange
Commission, a copy of which is attached hereto and incorporated herein. Also
enclosed is a Letter of Transmittal to be used to exercise or exchange your
warrants.
From my discussions with many of the private placement investors, I find that
the majority of them are long-term and strong supporters of Soligen, its team,
and the Parts Now concept. We, the Soligen family, view you as one of us and
appreciate your continued support. I believe we have established a foundation
for a prosperous and
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revolutionary company. Please cast your vote of confidence by providing Soligen
the additional capital needed to advance the Company to the next stage. Please
call me if you have any questions about this offer or the Company.
Sincerely,
Yehoram Uziel
President & CEO
Attachment: Schedule 13E-4
Encls.: Transmittal Letter
Prospectus Supplement
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TRANSMITTAL LETTER
FOR EXERCISE OR EXCHANGE OF WARRANTS
SOLIGEN TECHNOLOGIES, INC.
Attn: Yehoram Uziel
19408 Londelius St.
Northridge, CA 91324
Tel: (818) 718-1221
Ladies and Gentlemen:
The undersigned hereby elects, upon the terms and subject to the
conditions set forth in the May 16, 1997 Notice of Amended Warrant Terms (the
"Notice") and in this Letter of Transmittal:
A. Exercise Option. To exercise those designated Warrants (the
"Exercised Warrants") of Soligen Technologies, Inc., a Wyoming corporation (the
"Company"), for shares of Common Stock in the Company at an exercise price of
either $0.50 or $0.45 per share (depending upon which alternative exercise
option is selected by the Holder) accompanied by a check or wire transfer in the
appropriate amount per the attached Instructions.
B. Exchange Option. To exchange those designated Warrants (the
"Exchanged Warrants") for shares of Common Stock in the Company at the exchange
ratios for each class set forth in the Notice.
The undersigned hereby (i) exercises and transfers to the Company all
right, title and interest in and to all the Warrants that are being exercised or
exchanged hereby, and (ii) constitutes and irrevocably appoints Yehoram Uziel,
the true and lawful agent, attorney-in-fact and proxy of the undersigned to the
full extent of the undersigned's rights with respect to such Warrants with full
power of substitution and re-substitution (such power of attorney and proxy
being deemed to be an irrevocable power coupled with an interest) to deliver
Warrant Certificates.
The Company will acquire good, marketable and unencumbered title to the
Exercised Warrants and Exchanged Warrants, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the exercise or exchange of the Exercised Warrants and Exchanged
Warrants hereunder.
All authority herein conferred or herein agreed to be conferred shall
not be affected by, and shall survive, the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, legal
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representatives, successors and assigns of the undersigned. This exercise and/or
exchange is irrevocable.
The undersigned understands and agrees that shares of Common Stock
issued upon exercise at $0.45 per share may not be offered for sale or sold
without the written consent of the Company for a period of six (6) months from
the date of purchase, and that certificates representing such shares will bear a
restrictive legend in substantially the following form:
"The shares represented by this certificate may not be offered
for sale or sold for a period of six (6) months from the date
of purchase without the written consent of the Company."
Please issue the applicable Common Stock and/or return any Warrant
Certificates not exercised or exchanged or accepted for exercise or exchange in
the name(s) of the undersigned. Similarly, please mail the applicable Common
Stock and/or return any Warrant Certificates not exercised or exchanged or
accepted for exercise or exchange (and accompanying documents, as appropriate)
to the undersigned at the address shown below the undersigned's signature.
[SIGN HERE]
I agree to the terms described above.
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[Owner] [Date]
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[Owner] [Date]
Address of Owner:
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Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Warrant Certificate(s). If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information:
Name(s): Capacity (Full Title)
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Address:
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Zip Code
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Area Code and Telephone Number:
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Tax Identification or Social Security No.:
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Dated:
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EXERCISED WARRANTS
[Enlarge/Download Table]
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NAME(S) AND WARRANT CERTIFICATE(S) AND
ADDRESS(ES) OF WARRANTS EXERCISED
REGISTERED (ATTACH ADDITIONAL LIST, IF NECESSARY)
HOLDER(S)*
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TOTAL NUMBER NUMBER OF NUMBER OF
CERTIFICATE OF WARRANTS WARRANTS WARRANTS
NUMBER(S) REPRESENTED EXERCISED** AT EXERCISED***
AND CLASS BY WARRANT $0.50 PER AT $0.45 PER
CERTIFICATE(S) SHARE SHARE
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Purchase price paid by (check one): ____ enclosed check; ____ wire transfer per
Instructions.
* PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON WARRANT CERTIFICATE(S)
** Unless otherwise indicated, it will be assumed that all Warrants
described above are being exercised.
*** Shares will bear restrictive legend restricting transfer for six months
from date of issue.
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EXCHANGED WARRANTS
The exchange ratios for each class of warrants
are as set forth in the Offer Letter.
[Download Table]
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NAME(S) AND WARRANT CERTIFICATE(S) AND
ADDRESS(ES) OF WARRANTS EXCHANGED
REGISTERED (ATTACH ADDITIONAL LIST, IF NECESSARY)
HOLDER(S)*
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TOTAL NUMBER
OF WARRANTS
CERTIFICATE REPRESENTED NUMBER OF
NUMBER(S) BY WARRANT WARRANTS
AND CLASS CERTIFICATE(S) EXCHANGED**
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* PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON WARRANT CERTIFICATE(S)
** Unless otherwise indicated, it will be assumed that all Warrants
described above are being exchanged.
Partial exchange is permitted only if the Holder exercises the
remaining portion of the Warrants according to the Exercise Offer.
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INSTRUCTIONS
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.
To the extent the Exercise Option is elected, the Letter of Transmittal must be
accompanied by Warrant Certificates and either a wire transfer (transmitted in
accordance with paragraph 6 of these Instructions) or a check payable to
"Soligen Technologies, Inc." in the amount of either $0.50 or $0.45 per share of
Common Stock issuable upon exercise (depending upon which alternative exercise
option is selected by the Holder), and any other documents required by the
Letter of Transmittal. To the extent the Exchange Option is elected, the Letter
of Transmittal must be accompanied by Warrant Certificates and any other
documents required by the Letter of Transmittal. In either case, the Letter of
Transmittal, payment, Warrants and other documents must be received by the
Company at its address set forth herein on or prior to June 30, 1997.
The method of delivery of Warrant Certificates, the Letter of
Transmittal and all other required documents is at the option and sole risk of
the exercising Holder and the delivery will be deemed made only when actually
received by the Company. If delivery is by mail, registered mail with return
receipt requested, properly insured, is strongly recommended. In all cases,
sufficient time should be allowed to ensure timely delivery.
2. PARTIAL EXERCISES. If fewer than all Warrants evidenced by any
certificate submitted are to be exercised, fill in the number of Warrants which
are to be exercised in the appropriate box for the alternative option selected
entitled "Number of Warrants Exercised." In such case, new certificate(s) for
the remainder of the Warrants that were evidenced by your old certificate(s)
will be sent to you as soon as practicable. Partial exchange according to the
Exchange Offer is permitted only if the remaining portion of the Warrant shares
are purchased according to the Exercise Offer. All Warrants represented by
Warrant Certificates delivered to the Company will be deemed to have been
exercised or exchanged unless otherwise indicated.
3. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal
is signed by the registered holder(s) of the Warrants exercised hereby, the
signatures must correspond exactly with the name(s) as written on the face of
the Warrant Certificate(s).
If any of the Warrants exercised hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and upon request of the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
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When this Letter of Transmittal is signed by the registered owner(s) of
the Warrants listed and transmitted hereby, no endorsements of Warrant
Certificates are required.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Warrants listed, the Warrant Certificates must be
accompanied by appropriate transfer powers, in either case signed exactly as the
name or names of the registered owner(s) appear(s) on the Warrant Certificates.
4. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance may be directed to the Company at its address set forth below.
5. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Warrants has been lost, destroyed or stolen, the Holder should
promptly notify the Company. The Holder will then be instructed as to the steps
that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY HEREOF) TOGETHER WITH
(I) WARRANT CERTIFICATES, (II) IF THE EXERCISE OPTION IS SELECTED BY THE HOLDER,
THEN A WIRE TRANSFER IN ACCORDANCE WITH PARAGRAPH 6 OR A CHECK PAYABLE TO
"SOLIGEN TECHNOLOGIES, INC." IN THE AMOUNT OF EITHER $0.50 OR $0.45 PER SHARE
(DEPENDING UPON WHICH ALTERNATIVE EXERCISE OPTION IS SELECTED BY THE HOLDER),
AND (III) ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY ON OR
PRIOR TO JUNE 30, 1997.
The Letter of Transmittal, Warrant Certificates, a check for the
exercise price (unless sent by wire transfer) and any other required documents
should be sent or delivered by each Holder or to the Company as follows:
SOLIGEN TECHNOLOGIES, INC.
Attn: Yehoram Uziel
19408 Londelius St.
Northridge, CA 91324
Tel. (818) 718-1221
Questions and requests for assistance may be directed to Yehoram Uziel
or Bob Kassel at the Company's address and telephone number listed above.
6. WIRE TRANSFER INSTRUCTIONS. Wire transfers for the exercise price of
Exercised Warrants must be wired to:
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California United Bank
16030 Ventura Blvd.
Encino, CA 91436
Tel. (818) 907-9122
Customer Service: (800) 491-3150
ABA Routing No.: 12222-8812
Account Name: Soligen, Inc.
Account Number: 104-61-36
Confirmation of receipt may be obtained by calling (800) 739-5582 and indicating
account name, number and transfer date.
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Dates Referenced Herein and Documents Incorporated by Reference
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