Prepared by MERRILL CORPORATION

-----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, WCLlGPBrav4TrKfYmPxX64NzCO3DvEfc+CcBbEYLbH+yf9Sc9+JfkgDvsgPTykn/ LIyjkYEoJuRCrDV2IA/Gug== 0000912057-01-531364.txt : 20010906 0000912057-01-531364.hdr.sgml : 20010906 ACCESSION NUMBER: 0000912057-01-531364 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZEBRA TECHNOLOGIES CORP/DE CENTRAL INDEX KEY: 0000877212 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 366966580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 CORPORATE WOODS PKWY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 7086346700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FARGO ELECTRONICS INC CENTRAL INDEX KEY: 0001098834 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 450353190 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59663 FILM NUMBER: 1731436 BUSINESS ADDRESS: STREET 1: 6533 FLYING CLOUD DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129419470 MAIL ADDRESS: STREET 1: 6533 FLYING CLOUD DRIVE CITY: EDEN PRARIE STATE: MN ZIP: 55344 SC 13D/A 1 a2058667zsc13da.htm FORM SC 13D/A Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)

FARGO ELECTRONICS, INC.
(Name of Issuer)

COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)

30744P 10 2
(CUSIP Number)

Edward L. Kaplan
Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, IL 60061
(847) 634-6700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 30, 2001
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: / /

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 30744P 10 2



(1)	Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person
	ZEBRA TECHNOLOGIES CORPORATION 36-6966580

(2)	Check the Appropriate Box if a Member	(a)	/ /
	of a Group	(b)	/x/

(3)	SEC Use Only


(4)	Source of Funds			OO

(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			/ /

(6) Citizenship or Place of Organization
	State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power	585,000(1)

		(8)	Shared Voting Power	5,585,036(2)

		(9)	Sole Dispositive Power	585,000(1)

		(10)	Shared Dispositive Power


(11)	Aggregate Amount Beneficially Owned by Each Reporting Person			6,170,036(1)(2)

(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares			/ /

(13)	Percent of Class Represented by Amount in Row (11)			51.0%

(14)	Type of Reporting Person			CO

(1): From November 15, 2000 to November 28, 2000, Zebra acquired 585,000 shares of Fargo common stock in open market purchases.
(2): 5,585,036 shares of Fargo Electronics, Inc. ("Fargo") common stock are subject to Stockholder Agreements, dated as of July 31, 2001, by and between Zebra Technologies Corporation ("Zebra") and each of several entities affiliated with TA Associates, Inc. and St. Paul Venture Capital, Inc. and each of the executive officers and directors of Fargo (as discussed in Items 3 and 4 below). Included in this total are 331,686 shares issuable upon exercise of options that are vested or will vest within 60 days or upon a change in control of Fargo. Zebra expressly disclaims beneficial ownership of any of the shares of Fargo common stock covered by the Stockholder Agreements.

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Zebra Technologies Corporation, a Delaware corporation ("Zebra"), hereby amends and supplements its statement on Schedule 13D originally filed on August 3, 2001 (as so amended and supplemented, the "Schedule 13D"), with respect to the common stock, par value $0.01 per share ("Fargo Common Stock"), of Fargo Electronics, Inc., a Delaware corporation (sometimes referred to herein as "Issuer" or "Fargo"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following paragraph at the end of Sections (a) and (b):

"On August 30, 2001, Zebra, Merger Sub and Fargo entered into Amendment No. 1 to the Acquisition Agreement ("Amendment No. 1") pursuant to which the amount of the termination fee Fargo may be required to pay Zebra under certain circumstances was reduced from $5.6 million to $4.1 million. A copy of Amendment No. 1 is filed as Exhibit 4 to the Schedule 13D and is incorporated herein by reference."

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding ", Amendment No. 1" immediately following "Acquisition Agreement" in the only sentence under Item 6.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

4.: Amendment No. 1, dated as of August 30, 2001, to the Acquisition Agreement by and among Fargo Electronics, Inc., Zebra Technologies Corporation and Rushmore Acquisition Corp.

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SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 5, 2001

	ZEBRA TECHNOLOGIES CORPORATION
	By:	/s/ EDWARD L. KAPLAN Name: Edward L. Kaplan Title: Chief Executive Officer

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Exhibit Index

Exhibit Number		Description
1		Acquisition Agreement, dated as of July 31, 2001, by and among Zebra Technologies Corporation, Rushmore Acquisition Corp. and Fargo Electronics, Inc.
2		Form of Stockholder Agreement, dated as of July 31, 2001, by and between Zebra Technologies Corporation and each of certain entities affiliated with TA Associates, Inc. and St. Paul Venture Capital, Inc.
3		Form of Stockholder Agreement, dated as of July 31, 2001, by and between Zebra Technologies Corporation and each of the executive officers and directors of Fargo Electronics, Inc.
4*		Amendment No. 1, dated as of August 30, 2001, to the Acquisition Agreement by and among Fargo Electronics, Inc., Zebra Technologies Corporation and Rushmore Acquisition Corp.

*Filed herewith; all others previously filed.

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Item 4. Purpose of Transaction.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7. Materials to be Filed as Exhibits.

SIGNATURE
Exhibit Index
EX-4 3 a2058667zex-4.htm AMEND #1 DTD AS OF AUG 30, 2001 Prepared by MERRILL CORPORATION
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Exhibit 4

AMENDMENT NO. 1 TO ACQUISITION AGREEMENT

This AMENDMENT NO. 1 TO ACQUISITION AGREEMENT (this "Amendment No. 1") dated as of August 30, 2001, is among Zebra Technologies Corporation, a Delaware corporation ("Parent"), Rushmore Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Fargo Electronics, Inc., a Delaware corporation (the "Company").

INTRODUCTION

Parent, Merger Sub and the Company are parties to an Acquisition Agreement, dated as of July 31, 2001 (the "Acquisition Agreement"), pursuant to which and subject to the conditions set forth therein, (i) Merger Sub has commenced a tender offer to purchase all outstanding shares of Company Common Stock (as defined in the Acquisition Agreement) and (ii) following the consummation of the cash tender offer, Merger Sub will merge with and into the Company.

Section 9.3(a) of the Acquisition Agreement currently provides for, among other things, the payment by the Company to Parent, under certain conditions, of a termination fee (the "Termination Fee") in the amount of $5,600,000.

A complaint (the "Stewart Complaint") was filed by James Stewart in District Court, Fourth Judicial District, County of Hennepin, State of Minnesota on August 13, 2001 against the Company, members of the Company's board of directors and Parent.

In connection with the settlement of the Stewart Complaint, Parent, Merger Sub and the Company have agreed to amend Section 9.3(a) of the Acquisition Agreement to reduce the amount of the Termination Fee from $5,600,000 to $4,100,000.

AGREEMENT

In consideration of the foregoing and of the mutual covenants, representations, warranties and agreements of the parties set forth in the Acquisition Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:

1. Section 9.3(a)(i) of the Acquisition Agreement is amended by changing the stated amount appearing therein from "$5,600,000" to "$4,100,000".

2. Section 9.3(a)(ii) of the Acquisition Agreement is amended by changing the stated amount appearing therein from "$5,600,000" to "$4,100,000".

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the day and year first written above.

		ZEBRA TECHNOLOGIES CORPORATION
		By:		/s/ EDWARD L. KAPLAN
		Name:		Edward L. Kaplan
		Title:		Chairman and Chief Executive Officer
		RUSHMORE ACQUISITION CORP.
		By:		/s/ CHARLES R. WHITCHURCH
		Name:		Charles R. Whitchurch
		Title:		Vice President, Treasurer and Secretary
		FARGO ELECTRONICS, INC.
		By:		/s/ JEFFREY D. UPIN
		Name:		Jeffrey D. Upin
		Title:		Vice President and General Counsel

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Exhibit 4

AMENDMENT NO. 1 TO ACQUISITION AGREEMENT
INTRODUCTION
AGREEMENT
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