SC TO-C 1 formsctoc.htm COMAMTECH INC SC TO-C 2-18-2011 formsctoc.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
SCHEDULE TO
TENDER OFFER STATEMENT
 
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934


 
DECISIONPOINT SYSTEMS, INC.
(Name of Subject Company)
 
 
2259736 ONTARIO INC.
(Name of Filing Persons (Offeror))
a wholly-owned subsidiary of
 

COMAMTECH INC.
(Name of Filing Persons (Parent of Offeror))
 
 
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
 
24345Q106
(CUSIP Number of Class of Securities)
 
 
COMAMTECH INC.
2259736 ONTARIO INC.
333 Bay Street Suite 2400
Toronto, Ontario, Canada
M5H 2T6
Attention: Marc Ferland, CEO
Telephone: (418) 454 -5096
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
 
with copies to:
 
Wuersch & Gering LLP
Attention: Travis L. Gering, Esq.
100 Wall Street, 21st Floor
New York, NY 10005
Phone: (212) 509-5050
 

 
 
 

 
 
 

CALCULATION OF FILING FEE
 
 
Transaction Valuation
  
Amount Of Filing Fee
Not Applicable*
  
Not Applicable*

*
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
¨
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: N/A
  
Filing Party: N/A
Form or Registration No.: N/A
  
Date Filed: N/A
 
x
Check the 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 tender offer subject to Rule 14d-1.
 
¨
issuer tender offer subject to Rule 13e-4.
 
¨
going-private transaction subject to Rule 13e-3.
 
¨
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:  ¨
 
 
 
 

 
 
 


Introduction

This filing relates solely to preliminary communications made before the commencement of a planned exchange offer (the “Arrangement”) by 2259736 Ontario Inc. (the “Purchaser”), a wholly-owned subsidiary of Comamtech Inc. (“Comamtech”), for all of the outstanding common stock of DecisionPoint Systems, Inc. (“DecisionPoint”), to be commenced pursuant to the Arrangement Agreement, dated October 20, 2010, by and among Comamtech, the Purchaser and DecisionPoint, as amended December 23, 2010 (the “Arrangement Agreement”). 

On October 20, 2010, Comamtech and DecisionPoint jointly announced that they had entered into the Arrangement Agreement with respect to an arrangement pursuant to which Comamtech (through the Purchaser) will acquire all the issued and outstanding shares of DecisionPoint in a reverse take-over. Comamtech and the Purchaser will subsequently be continued under the General Corporation Law of the State of Delaware. On January 20, 2011 Comamtech announced that the Ontario Superior Court of Justice (Commercial List) has issued an interim order authorizing Comamtech to, among other things, call a special meeting of its shareholders (the “Special Meeting”) to consider and, if deemed advisable, pass a special resolution approving a proposed plan of arrangement (the “Plan of Arrangement”), and pass a special resolution on the proposed continuance of Comamtech under the General Corporation Law of the State of Delaware (the “Continuance”).
 
The Special Meeting to approve the Plan of Arrangement and Continuance will be held at 10:00 a.m. (EDT) on February 18, 2011, at the offices of Fasken Martineau DuMoulin LLP, in boardroom number 5, at 800 Place Victoria, 37th Floor, Montreal, Québec, Canada, H4Z 1E9. The record date for determining the holders of common shares of Comamtech that will be entitled to receive notice of and to vote at the Special Meeting is January 17, 2011. The special resolutions approving the Plan of Arrangement and the Continuance must be approved by not less than two-thirds of the votes cast by shareholders represented in person or by proxy at the Special Meeting. Comamtech’s board of directors has unanimously recommended that holders of Comamtech common shares vote in favor of the Plan of Arrangement and in favor of the Continuance.

Management Information Circular

On January 25, 2011, Comamtech mailed all Comamtech shareholders of record a Management Information Circular, filed herewith, describing the Plan of Arrangement and the transactions contemplated thereby.
 
Additional Information

The exchange offer by the Purchaser for the outstanding shares of common stock of DecisionPoint referred to in this announcement by Comamtech and in the Arrangement Agreement has not yet commenced.  This announcement is neither an offer to exchange or otherwise purchase, nor a solicitation of an offer to sell, any securities.  The solicitation and the offer to buy shares of DecisionPoint common stock will be made pursuant to an offer of exchange and related materials that the Purchaser intends to file with the Securities and Exchange Commission.  At the time the offer is commenced the Purchaser will file an exchange offer on Schedule TO with the Securities and Exchange Commission, and thereafter DecisionPoint will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the exchange offer.

The exchange offer (including an offer to acquire, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the exchange offer. Those materials will be sent free of charge to all stockholders of DecisionPoint when available.  In addition, all of these materials (and all other materials filed by DecisionPoint with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov.  Free copies of the offer to exchange, the related letter of transmittal and certain
 
 
 
 
 
other offering documents will be made available by the Purchaser.  Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission from DecisionPoint by contacting DecisionPoint’s Investor Relations Department at 19655 Descartes Foothill Ranch, CA 92610, telephone number (949) 465-0065 or investors@decisionpt.com.
 
Exhibit Index
    
Exhibit
 
  
 
Description
 
   
99.1
  
Arrangement Agreement, dated October 20, 2010, among DecisionPoint Systems, Inc., Comamtech Inc. and 2259736 Ontario Inc., incorporated by reference to Exhibit 99.1 to Comamtech’s Schedule TO-C, filed with the Securities and Exchange Commission on November 18, 2010.
 
99.2  
Plan of Arrangement among DecisionPoint Systems, Inc., Comamtech Inc. and 2259736 Ontario Inc., incorporated by reference to Exhibit 99.2 to Comamtech’s Schedule TO-C, filed with the Securities and Exchange Commission on November 18, 2010.
 
99.3
 		  
Press Release dated December 23, 2010 incorporated by reference to Exhibit 99.1 to Comamtech’s Form 6-K, filed with the Securities and Exchange Commission on December 23, 2010.
 
 
99.4  
Amendment No. 1 to the Arrangement Agreement, dated December 23, 2010, among DecisionPoint Systems, Inc., Comamtech Inc. and 2259736 Ontario Inc., incorporated by reference to Exhibit 99.4 to Comamtech’s Schedule TO-C, filed with the Securities and Exchange Commission on January 4, 2011.
 
99.5  
Press Release dated January 20, 2011 incorporated by reference to Exhibit 99.1 to Comamtech’s Form 6-K, filed with the Securities and Exchange Commission on January 21, 2011.
 
99.6
  
Management Information Circular.

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