-----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, PmQzpvJY6kJVoB9qYntonIKSiEVzhcAat3BcBZhaX20aoV9SJNkXH+/hRlOVHhVs yRvmO06Ci2oFHHz6pee29A== 0000950123-04-000770.txt : 20040126 0000950123-04-000770.hdr.sgml : 20040126 20040126113354 ACCESSION NUMBER: 0000950123-04-000770 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040126 GROUP MEMBERS: INVIVO ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INVIVO CORP CENTRAL INDEX KEY: 0000806168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770115161 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38841 FILM NUMBER: 04542547 BUSINESS ADDRESS: STREET 1: 4900 HOPYARD RD STE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5104687600 MAIL ADDRESS: STREET 1: 4900 HOPYARD RD STE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: SAFETYTEK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SENSOR CONTROL CORP DATE OF NAME CHANGE: 19911023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 SC TO-T/A 1 y93512sctovtza.txt AMENDMENT NO. 5 TO SCHEDULE TO ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) ---------------- INVIVO CORPORATION (Name of Subject Company) ---------------- INVIVO ACQUISITION CORPORATION INTERMAGNETICS GENERAL CORPORATION (Name of Filing Persons (Offeror)) ---------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) ---------------- 461858102 (CUSIP Number of Class of Securities) ---------------- GLENN H. EPSTEIN CHAIRMAN AND CHIEF EXECUTIVE OFFICER INTERMAGNETICS GENERAL CORPORATION 450 OLD NISKAYUNA ROAD P.O. BOX 461 LATHAM, NEW YORK 12110 (518) 782-1122 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) COPY TO: CLARE O'BRIEN, ESQ. SHEARMAN & STERLING LLP 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 (212) 848-4000 CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE** ---------------------- ---------------------- $152,034,519.66 $12,299.59
* Estimated for purposes of calculating the amount of the filing fee only. The fee was calculated by multiplying $22.00, the per share tender offer price, by the 5,970,156 currently outstanding shares of Common Stock sought in the Offer, which gives an aggregate consideration of $131,343,432.00 (the "Common Stock Consideration"). The Common Stock Consideration was then added to $20,691,087.66, being the net consideration for the Subject Company's 1,448,662 stock options, to arrive at a total transaction value of $152,034,519.66. ** Calculated as 0.008090% of the transaction value. [X] 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: $12,299.59 Filing Party: Intermagnetics General Corporation Form or Registration No.: Schedule TO Date Filed: December 23, 2003 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes 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: [X] This Amendment No. 5 ("Final Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed on December 23, 2003, as amended on January 7, 2004, January 9, 2004, January 15, 2004 and January 23, 2004 (the "Schedule TO"), by Invivo Acquisition Corporation f/k/a Magic Subsidiary Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Intermagnetics General Corporation, a New York corporation ("Parent"). The Schedule TO relates to the Offer by Purchaser to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Invivo Corporation, a Delaware corporation (the "Company"), at a purchase price of $22.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 23, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Pursuant to General Instruction H to Schedule TO, this Final Amendment satisfies the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934 with respect to all securities acquired by the Purchaser in the Offer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or the Schedule TO. ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY. Item 8 of the Schedule TO is hereby amended and supplemented by the following: At 12:00 midnight, New York City time, on Friday, January 23, 2004, the Offer expired. Based on a preliminary count, approximately 5,695,898 Shares were tendered pursuant to the Offer, of which 248,621 Shares were tendered pursuant to notices of guaranteed delivery. Such Shares constituted approximately 95.6% of the outstanding shares. On January 26, 2004, effective as of 12:01 a.m., all Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. A copy of the press release announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit 99.(a)(13). ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase dated December 23, 2003.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The New York Times on December 23, 2003.* (a)(8) Joint Press Release issued by Parent and the Company on December 18, 2003 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Parent and Purchaser filed on December 18, 2003). (a)(9) Press Release issued by Parent on January 7, 2004 (incorporated by reference to exhibit 99.1 of Amendment No. 1 to Schedule TO filed by Parent and Purchaser on January 7, 2004). (a)(10) Press Release issued by Parent on November 3, 2003 (incorporated by reference to exhibit 99.(a)(10) of Amendment No. 3 to Schedule TO filed by Parent and Purchaser on January 15, 2004). (a)(11) Press Release issued by Parent on November 13, 2003 (incorporated by reference to exhibit 99.(a)(11) of Amendment No. 3 to Schedule TO filed by Parent and Purchaser on January 15, 2004). (a)(12) Joint Press Release issued by Parent and the Company on November 24, 2003 (incorporated by reference to exhibit 99.(a)(12) of Amendment No. 3 to Schedule TO filed by Parent and Purchaser on January 15, 2004). (b)(1) Credit Agreement among Parent, as Borrower, and the domestic subsidiaries of Parent, as Guarantors, the lenders parties thereto, JPMorgan Chase Bank, as Syndication Agent, KeyBank, N.A., as Documentation Agent, and Wachovia Bank, N.A., as Administrative Agent, dated as of December 17, 2003.* (d)(1) Agreement and Plan of Merger, dated as of December 17, 2003, among Parent, Purchaser, and the Company (incorporated by reference to Exhibit 99.2 to the Form 8-K of Parent filed on December 18, 2003). (d)(2) Confidentiality Letter Agreement, dated November 21, 2003, between Parent and the Company.* (g) None. (h) None. 99.(a)(13) Press Release issued by Parent on January 26, 2004. - ----------------------------------------- * Incorporated by reference to the Schedule TO filed by Purchaser and Parent on December 23, 2003. 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: January 26, 2004 INVIVO ACQUISITION CORPORATION By: /s/ Glenn H. Epstein ------------------------------- Name: Glenn H. Epstein Title: President 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: January 26, 2004 INTERMAGNETICS GENERAL CORPORATION By: /s/ Glenn H. Epstein ----------------------------------- Name: Glenn H. Epstein Title: Chairman and Chief Executive Officer EXHIBIT INDEX
EXHIBIT NO. - --- (a)(1) Offer to Purchase dated December 23, 2003.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The New York Times on December 23, 2003.* (a)(8) Joint Press Release issued by Parent and the Company on December 18, 2003 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Parent and Purchaser filed on December 18, 2003). (a)(9) Press Release issued by Parent on January 7, 2004 (incorporated by reference to exhibit 99.1 of Amendment No. 1 to Schedule TO filed by Parent and Purchaser on January 7, 2004). a)(10) Press Release issued by Parent on November 3, 2003 (incorporated by reference to exhibit 99.(a)(10) of Amendment No. 3 to Schedule TO filed by Parent and Purchaser on January 15, 2004). (a)(11) Press Release issued by Parent on November 13, 2003 (incorporated by reference to exhibit 99.(a)(11) of Amendment No. 3 to Schedule TO filed by Parent and Purchaser on January 15, 2004). (a)(12) Joint Press Release issued by Parent and the Company on November 24, 2003 (incorporated by reference to exhibit 99.(a)(12) of Amendment No. 3 to Schedule TO filed by Parent and Purchaser on January 15, 2004). (b)(1) Credit Agreement among Parent, as Borrower, and the domestic subsidiaries of Parent, as Guarantors, the lenders parties thereto, JPMorgan Chase Bank, as Syndication Agent, KeyBank, N.A., as Documentation Agent, and Wachovia Bank, N.A., as Administrative Agent, dated as of December 17, 2003.*
(d)(1) Agreement and Plan of Merger, dated as of December 17, 2003, among Parent, Purchaser, and the Company (incorporated by reference to Exhibit 99.2 to the Form 8-K of Parent filed on December 18, 2003). (d)(2) Confidentiality Letter Agreement, dated November 21, 2003, between Parent and the Company.* (g) None. (h) None. 99.(a)(13) Press Release issued by Parent on January 26, 2004.
- ----------------------------------------- * Incorporated by reference to the Schedule TO filed by Purchaser and Parent on December 23, 2003. EX-99.A.13 3 y93512exv99waw13.txt PRESS RELEASE Exhibit 99.(a)(13) FOR IMMEDIATE RELEASE CONTACT: GLENN H. EPSTEIN NASDAQ:IMGC CHAIRMAN & CEO CONTACT: CATHY YUDZEVICH IR SPECIALIST (518) 782-1122 INTERMAGNETICS COMPLETES TENDER OFFER FOR INVIVO CORPORATION - ALL SHARES VALIDLY TENDERED ARE ACCEPTED FOR PURCHASE - INVIVO TO BECOME WHOLLY OWNED SUBSIDIARY OF INTERMAGNETICS LATHAM, NY, JANUARY 26, 2004 -- Intermagnetics General Corporation (NASDAQ: IMGC) today announced the results of its cash tender offer for all of the outstanding shares of Invivo Corporation. The tender offer expired, as scheduled, at midnight EST on Friday, January 23. Based on a preliminary count, 5,695,898 shares were tendered and accepted for payment at a price of $22 per share. As of the expiration of the tender offer, Intermagnetics' owned approximately 96% of the outstanding common stock of Invivo, which will become a wholly owned subsidiary of Intermagnetics. "Based on the due diligence we completed prior to this offer and our early attention to integration planning, we expect the transition to be a smooth process," said Glenn H. Epstein, chairman and chief executive officer of Intermagnetics. "With the completion of this tender offer, we can now move on to integrating the Invivo operations and bringing added value to our shareholders by leveraging the complementary strengths of both companies." Invivo designs, manufactures and markets monitoring systems that measure and display vital signs of patients in medical settings, particularly during magnetic resonance imaging procedures. Intermagnetics' largest current business sector consists of the design and manufacture of powerful superconducting magnets for MRI systems as well as radio frequency coils that enable localized and highly detailed imagery required for the majority of MRI procedures. All Invivo shares validly tendered and not withdrawn prior to the expiration of the offer were accepted for payment. After Invivo is merged into a subsidiary of Intermagnetics, each share of Invivo common stock not previously purchased in the tender offer will be converted into the right to receive $22 in cash, without interest. Under applicable law, the proposed merger is not subject to the approval of the remaining outstanding stockholders of Invivo. -MORE- CONFERENCE CALL SCHEDULED Intermagnetics will conduct a conference call Wednesday, January 28, 2004, beginning at 5:30 p.m. EST to further discuss the acquisition and the outlook for Intermagnetics. The call will be broadcast live and archived over the Internet through the company's web site www.intermagnetics.com under the Investor Relations section. The domestic dial-in number for the live call is (877) 407-8037. The international dial-in number is (201) 689-8037. No conference code is required for the live call. A digital replay of the call will be available beginning Wednesday at 7:30 p.m. EST through midnight January 31, 2004, by dialing (201) 612-7415, using account number 2926 and requesting conference 91788. INTERMAGNETICS (www.intermagnetics.com), drawing on the financial strength, operational excellence and technical leadership in its core businesses of MAGNETIC RESONANCE IMAGING and INSTRUMENTATION, has become a prominent participant in superconducting applications for ENERGY TECHNOLOGY. The company has a more than 30-year history as a successful developer, manufacturer and marketer of superconducting materials, radio-frequency coils, magnets and devices utilizing low- and high-temperature superconductors and related cryogenic equipment. # # # -----END PRIVACY-ENHANCED MESSAGE-----