-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXbIkllpx1h646EJ3gzae84F5HbE2FsVl2g+bjbDnyaeg5nh0CRliVl/MMdbGep1 FN9kk2Te9ATdptaEz0eC/A== 0001193125-08-194427.txt : 20080911 0001193125-08-194427.hdr.sgml : 20080911 20080911130329 ACCESSION NUMBER: 0001193125-08-194427 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080911 DATE AS OF CHANGE: 20080911 GROUP MEMBERS: KIKKOMAN CORPORATION GROUP MEMBERS: LONGHORN ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLERGY RESEARCH GROUP INC CENTRAL INDEX KEY: 0001044119 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 133940486 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78314 FILM NUMBER: 081066762 BUSINESS ADDRESS: STREET 1: 2300 NORTH LOOP ROAD, #300 CITY: ALAMEDA STATE: CA ZIP: 94502 BUSINESS PHONE: 510-263-2000 MAIL ADDRESS: STREET 1: 2300 NORTH LOOP ROAD, #300 CITY: ALAMEDA STATE: CA ZIP: 94502 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTSDALE SCIENTIFIC INC DATE OF NAME CHANGE: 19990423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KI NutriCare, Inc. CENTRAL INDEX KEY: 0001440792 IRS NUMBER: 202545759 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 180 VANDERBILT MOTOR PARKWAY CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: (631) 232-5400 MAIL ADDRESS: STREET 1: 180 VANDERBILT MOTOR PARKWAY CITY: HAUPPAUGE STATE: NY ZIP: 11788 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

 

 

Allergy Research Group, Inc.

(Name of Subject Company)

Longhorn Acquisition Corp.

(Offeror)

a wholly-owned subsidiary

of

KI NutriCare, Inc.

(Parent of Offeror)

a wholly-owned subsidiary

of

Kikkoman Corporation

(Ultimate Parent of Offeror)

(Name of Person(s) Filing Statement)

COMMON STOCK, $.001 PAR VALUE PER SHARE

(Title of Class of Securities)

01849R

(CUSIP Number of Class of Securities)

 

 

Toshiyuki Onozuka

180 Vanderbilt Motor Parkway

Hauppauge, NY 11788

(631) 232-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of Filing Persons)

Copy to:

Michael J. Kennedy, Esq.

Eric Sibbitt, Esq.

O’Melveny & Myers LLP

275 Battery Street

San Francisco, CA 94111

(415) 984-8700

Calculation of Filing Fee

 

 
Transaction Valuation:    Amount of Filing Fee:
$19,506,046*    $766.59**
 
* Estimated for purpose of calculating the filing fee only. The transaction valuation was calculated based on the offer to purchase all of the outstanding shares of common stock, par value $0.001 per share, of Allergy Research Group, Inc. at an offer price of $1.33 per share, with 14,666,200 shares issued and outstanding as of August 8, 2008. The calculation of the filing fee is based on Allergy Research Group, Inc.’s representation of its capitalization as of August 8, 2008.
** The amount of the filing fee, in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction valuation by 0.00003930.

 

x Check box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identity 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: $766.59

Form or Registration No.: Schedule TO-T

Filing Party: KI NutriCare, Inc., Longhorn Acquisition Corp. and Kikkoman Corporation

Date Filed: 8/12/2008

 

¨ Check 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:

 

x third-party offer subject to Rule 14d-1

 

¨ issuer tender offer subject to Rule 13e-4

 

¨ going-private transactions subject to Rule 13e-3

 

x 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

 

 

 

 

CUSIP No.    01849R

 

1.    Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Longhorn Acquisition Corp.

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   (a)     
   (b)   

x

3.    SEC Use Only
4.    Source of Funds (See Instructions)

OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.    Citizenship or Place of Organization

Florida

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

    7.   

Sole Voting Power

0

  

 

8.

   

 

Shared Voting Power

13,823,475(1)

  

 

9.

   

 

Sole Dispositive Power

0

10.    Shared Dispositive Power

13,823,475(1)

11.    Aggregate Amount Beneficially Owned by Each Reporting Person

13,823,475(1)

12.    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.    Percent of Class Represented by Amount in Row (11)

94.25%(2)

14.    Type of Reporting Person (See Instructions)

CO

 

(1) Includes Shares tendered in the Offer by 12:00 Midnight, New York City time, on Tuesday, September 9, 2008 (not including shares delivered through notices of guaranteed delivery).
(2) Calculated based on 14,666,200 Shares issued and outstanding as of August 8, 2008, as represented by Allergy Research Group, Inc.

CUSIP No.    01849R

 

1.    Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

KI NutriCare, Inc.

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   (a)     
   (b)   

x

3.    SEC Use Only
4.    Source of Funds (See Instructions)

OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.    Citizenship or Place of Organization

New York

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

    7.   

Sole Voting Power

0

  

 

8.

   

 

Shared Voting Power

13,823,475(1)

  

 

9.

   

 

Sole Dispositive Power

0

10.    Shared Dispositive Power

13,823,475(1)

11.    Aggregate Amount Beneficially Owned by Each Reporting Person

13,823,475(1)

12.    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.    Percent of Class Represented by Amount in Row (11)

94.25%(2)

14.    Type of Reporting Person (See Instructions)

CO

 

(1) Includes Shares tendered in the Offer by 12:00 Midnight, New York City time, on Tuesday, September 9, 2008 (not including shares delivered through notices of guaranteed delivery).
(2) Calculated based on 14,666,200 Shares issued and outstanding as of August 8, 2008, as represented by Allergy Research Group, Inc.

 

CUSIP No.    01849R

 

1.    Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Kikkoman Corporation

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   (a)     
   (b)   

x

3.    SEC Use Only
4.    Source of Funds (See Instructions)

OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.    Citizenship or Place of Organization

Japan

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

    7.   

Sole Voting Power

0

  

 

8.

   

 

Shared Voting Power

13,823,475(1)

  

 

9.

   

 

Sole Dispositive Power

0

10.    Shared Dispositive Power

13,823,475(1)

11.    Aggregate Amount Beneficially Owned by Each Reporting Person

13,823,475(1)

12.    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.    Percent of Class Represented by Amount in Row (11)

94.25%(2)

14.    Type of Reporting Person (See Instructions)

CO

 

(1) Includes Shares tendered in the Offer by 12:00 Midnight, New York City time, on Tuesday, September 9, 2008 (not including shares delivered through notices of guaranteed delivery).
(2) Calculated based on 14,666,200 Shares issued and outstanding as of August 8, 2008, as represented by Allergy Research Group, Inc.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”), originally filed on August 12, 2008 by Longhorn Acquisition Corp., a Florida corporation (“Purchaser”) and a wholly owned subsidiary of KI NutriCare, Inc. (“KI NutriCare”), a New York corporation and wholly-owned subsidiary of Kikkoman Corporation (“Kikkoman”), a corporation organized under the laws of Japan. This Amendment and the Schedule TO relate to the offer by Purchaser to purchase all outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of Allergy Research Group, Inc., a Florida corporation (the “Company”), at a purchase price of $1.33 per Share, to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 12, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). This Schedule TO is being filed on behalf of Purchaser, KI NutriCare and Kikkoman.

The information set forth in the Offer to Purchase and Letter of Transmittal, is hereby incorporated by reference in answer to Items 1 through 11 of this Schedule TO, and is supplemented by the information specifically provided herein. All capitalized terms used in this Amendment No. 1 without definition have the meanings ascribed to them in the Schedule TO.

Items 4, 8 and 11.    Terms of the Transaction, Interest in Securities of the Subject Company and Additional Information

Item 4, Item 8 and Item 11 of Schedule TO are hereby amended and supplemented as follows:

The Offer concluded at 12:00 Midnight, New York City time, at the end of Tuesday, September 9, 2008. Based on information provided by Computershare Shareholder Services, Inc., the depositary for the Offer, approximately 13,823,475 Shares were tendered and not withdrawn in the Offer (not including shares tendered by notice of guaranteed delivery), which represent approximately 94.25% of the Company’s outstanding Shares. The Purchaser has accepted for payment all of the properly tendered Shares on September 10, 2008 and payment for such Shares has been or will be made promptly, in accordance with the terms of the Offer.

On September 10, 2008, KI NutriCare and the Company jointly issued a press release announcing the conclusion of the Offer. The press release is contained in Exhibit (a)(1)(I) of Schedule TO and the information set forth in the press release is incorporated herein by reference.

KI NutriCare’s acquisition of the Company is expected to be completed on September 12, 2008, upon the effectiveness of the merger of Purchaser with and into the Company under the short-form merger provisions of the Florida Business Corporation Act, without any further action by or vote of the Company’s shareholders (the “Merger”). At the effective time of the Merger each share that has not been tendered pursuant to the Offer will be cancelled and converted into the right to receive an amount in cash equal to $1.33 per Share (other than shares held by the Company, Purchaser, KI NutriCare, any wholly-owned subsidiary of KI NutriCare, or by shareholders, if any, who properly exercise their appraisal rights under the Florida Business Corporation Act). As a result of the Merger, the Company will become a wholly-owned subsidiary of KI NutriCare.

 

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

(a)(1)(I)    Press Release issued by KI NutriCare, Inc. and Allergy Research Group, Inc. on September 10, 2008.

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: September 10, 2008

 

LONGHORN ACQUISITION CORP.
By:       /s/ Kenichi Saito
  Name:     Kenichi Saito
  Title:     President
KI NUTRICARE, INC.
By:       /s/ Kenichi Saito
  Name:     Kenichi Saito
  Title:     President
KIKKOMAN CORPORATION
By:       /s/ Yuzaburo Mogi
  Name:     Yuzaburo Mogi
  Title:     Representative Director, Chairman of the Board, CEO

EXHIBIT INDEX

 

Exhibit
No.		     
(a)(1)(A)    Offer to Purchase, dated August 12, 2008.*
(a)(1)(B)    Form of Letter of Transmittal.*
(a)(1)(C)    Form of Notice of Guaranteed Delivery. *
(a)(1)(D)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(E)    Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(F)    Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *
(a)(1)(G)    Form of Summary Advertisement as published in The New York Times on August 12, 2008. *
(a)(1)(H)    Press Release issued by KI NutriCare, Inc. and Allergy Research Group, Inc. on August 11, 2008.(1)
(a)(1)(I)    Press Release issued by KI NutriCare, Inc. and Allergy Research Group, Inc. on September 10, 2008.
(b)    Not applicable.
(d)(1)    Agreement and Plan of Merger, dated as of August 8, 2008, among Longhorn Acquisition Corp., KI NutriCare, Inc. and Allergy Research Group, Inc. *
(d)(2)    Tender and Support Agreement, dated as of August 8, 2008. *
(d)(3)    Mutual Non-Disclosure Agreement, dated as of March 12, 2008, between Kikkoman Corporation and Allergy Research Group, Inc. *
(d)(4)    Employment Agreement with Manfred Salomon, dated as of August 8, 2008. *
(d)(5)    Form of Employment Agreement. *
(d)(6)    Employment Separation and General Release Agreement with Dr. Stephen A. Levine, dated as of August 8, 2008. *
(d)(7)    Employment Separation and General Release Agreement with Susan Levine, dated as of August 8, 2008. *
(d)(8)    Non-Competition Agreement with Dr. Stephen A. Levine, dated as of August 8, 2008. *
(d)(9)    Non-Competition Agreement with Susan Levine, dated as of August 8, 2008. *
(d)(10)    First Amendment to Lease between Allergy Research Group, Inc. and Ariben Corporation dated August 8, 2008. *
(g)    Not applicable.
(h)    Not applicable.

 

* Previously filed.
(1) Incorporated by reference to Schedule TO-C filed by the Purchaser on August 11, 2008.
EX-99.(A)(1)(I) 2 dex99a1i.htm PRESS RELEASE Press Release

Exhibit (a)(1)(I)

KI NUTRICARE AND ALLERGY RESEARCH GROUP ANNOUNCE

EXPIRATION OF TENDER OFFER BY KI NUTRICARE

HAPPAUGE, New York, USA, and ALAMEDA, California, USA, September 10, 2008—KI NutriCare, Inc. and Allergy Research Group, Inc. (OTCBB: ALRG) today announced the completion of KI NutriCare’s tender offer by its wholly-owned subsidiary, Longhorn Acquisition Corp., to acquire all outstanding shares of Allergy Research Group’s common stock for $1.33 per share.

The offering period for the tender offer expired at 12:00 midnight (New York City time) at the end of Tuesday, September 9, 2008. The depositary for the tender offer has advised KI NutriCare that, as of the expiration of the offer period, approximately 13,823,475 shares of Allergy Research Group’s common stock have been tendered (not including shares tendered by notice of guaranteed delivery), representing approximately 94.25% of the outstanding shares of Allergy Research Group’s common stock. All shares that were validly tendered have been accepted for purchase, and KI NutriCare has or will promptly pay for all such shares.

KI NutriCare expects to effect, without a vote or meeting of Allergy Research Group’s shareholders, a short-form merger on September 12, 2008 to complete the acquisition of Allergy Research Group. Following the merger, Allergy Research Group will be a wholly-owned subsidiary of KI NutriCare. In the merger, each of the remaining shares of Allergy Research Group’s common stock (other than any shares in respect of which appraisal rights are validly exercised under Florida law and any shares owned by KI NutriCare, Longhorn Acquisition Corp. or any other wholly-owned subsidiaries of KI NutriCare) will be converted into the right to receive the same $1.33 in cash per share, without interest, that was paid in the tender offer.

As stated previously, the current management team for Allergy Research Group will continue involvement post-merger, with Dr. Levine providing services to the combined entity as a consultant and Manfred Salomon, the current President of Allergy Research Group, continuing to serve the combined entity as its Chief Operating Officer.

About Allergy Research Group, Inc.

Allergy Research Group, together with its wholly-owned subsidiary, Nutricology Inc., is an innovative leader in nutraceutical research and product formulation. The company has produced quality, hypoallergenic nutritional supplements since 1980 and currently supplies products to over 4,000 physicians and healthcare practitioners worldwide. Customers and healthcare professionals alike recognize the company for the quality, purity and efficacy of its targeted nutritional supplement line. Allergy Research Group has introduced a number of specialty products to the US, including melatonin (a neurohormone), germanium sesquioxide (a trace mineral), AntiOx(TM) (a broad-spectrum antioxidant), Buffered Vitamin C and Nattokinase (an enzyme derived from boiled soybeans).

About KI NutriCare, Inc.

KI Nutricare, through its wholly-owned subsidiary, Country Life, LLC, sells a wide range of nutrition products, including, an extensive line of vitamins, nutritional supplements and personal care products. KI Nutricare is a wholly-owned subsidiary of Kikkoman Corporation.

About Kikkoman Corporation

Founded in 1917 and located in Chiba, Japan, Kikkoman is the world’s largest soy sauce brewer, and has a diversification of products ranging from a comprehensive range of foodstuff to biotechnology products. Kikkoman strives to blend the best of the Kikkoman tradition with modern, technological approaches to create new products. With these products, the company’s goal is to propose well-balanced and nutritious diets that bring out the flavor of ingredients and bring happiness to the world everyday by helping to support a healthy mind and body.

Forward-Looking Statements

This press release contains “forward-looking statements” that involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the expected timing of the completion of the transaction and statements regarding the ability to complete the transaction. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Allergy Research Group nor KI NutriCare undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

Investor Relations Contacts:

KI NutriCare, Inc.

Richard Belenski

(631) 232-5599

Allergy Research Group, Inc.

Manfred Salomon

(510) 263-2000

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