-----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, K3y85/2Eohf5iIeIc/hp4iXM+eTIosJuzj7EWknfkl85E/WrJWmtSocJgcSltmpX aKCmYjiC9mCz3RXvggF5PA== 0000914760-03-000197.txt : 20030909 0000914760-03-000197.hdr.sgml : 20030909 20030909091429 ACCESSION NUMBER: 0000914760-03-000197 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EI ACQUISITION INC CENTRAL INDEX KEY: 0001236428 IRS NUMBER: 331058946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON STREET CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125519900 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXEGENICS INC CENTRAL INDEX KEY: 0000944809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 752402409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48680 FILM NUMBER: 03887117 BUSINESS ADDRESS: STREET 1: 2110 RESEARCH ROW STREET 2: 6TH FLOOR CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 214-358-2000 MAIL ADDRESS: STREET 1: 2110 RESEARCH ROW STREET 2: 6TH FLOOR CITY: DALLAS STATE: TX ZIP: 75235 FORMER COMPANY: FORMER CONFORMED NAME: CYTOCLONAL PHARMACEUTICS INC /DE DATE OF NAME CHANGE: 19950503 SC TO-T/A 1 e66618_toa9.txt AMENDMENT NO. 9 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 9 TO SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 EXEGENICS INC. (Name of Subject Company (Issuer)) FOUNDATION GROWTH INVESTMENTS LLC (PARENT OF OFFEROR) EI ACQUISITION INC. (OFFEROR) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, PAR VALUE $0.01 PER SHARE SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 301610 (COMMON STOCK) (CUSIP NOT APPLICABLE FOR PREFERRED STOCK) (CUSIP Number of Class of Securities) TERRY ROBBINS FOUNDATION GROWTH INVESTMENTS LLC 225 WEST WASHINGTON STREET SUITE 2320 CHICAGO, ILLINOIS 60606 (312) 551-9900 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing person) WITH A COPY TO: TIMOTHY R. M. BRYANT MCDERMOTT, WILL & EMERY 227 WEST MONROE STREET, SUITE 4700 CHICAGO, ILLINOIS 60606 (312) 372-2000 - -------------------------------------------------------------------------------- CALCULATION OF FILING FEE: Previously Paid - -------------------------------------------------------------------------------- /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: $1,327. Form or Registration No.: SC TO-T. Filing Party: Foundation Growth Investments LLC and EI Acquisition Inc. Date Filed: May 29, 2003. / / 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 Amendment No. 9 to Schedule TO relates to the offer by Foundation Growth Investments LLC, a Delaware limited liability company, and EI Acquisition Inc., a Delaware corporation (collectively, the "Purchaser"), to purchase all outstanding shares of common stock, par value $0.01 per share, and all outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per share, of eXegenics Inc., a Delaware corporation ("eXegenics"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 29, 2003, as amended on June 13, 2003, June 16, 2003, June 25, 2003, July 17, 2003 July 31, 2003, August 7, 2003, August 15, 2003, August 22, 2003 and as amended herein (the "Offer to Purchase"), and in the related Letter of Transmittal, as amended on June 13, 2003, June 16, 2003, June 25, 2003, July 17, 2003, July 31, 2003, August 7, 2003, August 15, 2003, August 22, 2003 and as amended herein (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Offer is described in a Schedule TO (as amended or supplemented from time to time, the "Schedule TO"), initially filed by Purchaser with the SEC on May 29, 2003, as amended on June 13, 200, June 16, 2003, June 25, 2003, July 17, 20003, July 31, 2003, August 7, 2003, August 15, 2003, August 22, 2003 and as herein amended. Copies of the Offer to Purchase and the Letter of Transmittal have been filed as Exhibits 12(a)(1) and 12(a)(2), respectively, of the Purchaser's Schedule TO and are incorporated herein by reference. All information in (i) the Offer to Purchase, including all schedules thereto, (ii) the Letter of Transmittal, (iii) the Amendment No. 1 to Purchaser's Schedule TO filed on June 13, 2003, (iv) the Amendment No. 2 to Purchaser's Schedule TO filed on June 16 2003, (v) the Amendment No. 3 to Purchaser's Schedule TO filed on June 26, 2003, (iv) the Amendment No. 4 to Purchaser's Schedule TO filed on July 17, 2003, (v) the Amendment No. 5 to Purchaser's Schedule TO filed on July 31, 2003, (vi) the Amendment No. 6 to Purchaser's Schedule TO filed on August 7, 2003, (vii) the Amendment No. 7 filed on August 15, 2003, and (viii) Amendment No. 8 filed on August 22, 2003 are incorporated by reference in answer to all of the items in this Schedule TO. Additional items with respect to this Schedule TO are set forth below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. ITEMS 1 THROUGH 12 Items 1 through 12 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: Purchaser hereby amends and supplements the Offer to Purchase to provide that the Offer is hereby terminated effective as of 12:00 p.m., New York City time, on Monday, September 8, 2003. Accordingly, all references to "Expiration Date" shall mean 12:00 p.m., New York City time, on Monday, September 8, 2003. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented to add the following exhibit: (a) (17) Press Release, dated September 9, 2003. 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. EI ACQUISITION INC. By: /s/ Terry Robbins ---------------------------------- Name: Terry Robbins Title: President FOUNDATION GROWTH INVESTMENTS LLC By: Foundation Growth Management LLC Its: Member By: /s/ Terry Robbins ---------------------- Name: Terry Robbins Title: Manager Dated: September 9, 2003 EXHIBIT (a)(17) EX-99.(A)(17) 3 e66681_pr9903.txt SEPTEMBER 9, 2003 PRESS RELEASE NEWS RELEASE CONTACT: MICHAEL PECHETTE FOUNDATION GROWTH INVESTMENTS (312) 551-9900 JOHN FERGUSON (INFORMATION AGENT) MORROW & CO. BANKS AND BROKERS: (800) 654-2468 STOCKHOLDERS: (800) 607-0088 ALL OTHERS: (212) 754-8000 RICK CONKLIN (DEALER MANAGER AND FINANCIAL ADVISER) WILLIAM BLAIR & COMPANY 800-621-0687 ext. 5333 FOUNDATION GROWTH TERMINATES EXEGENICS, INC. TENDER OFFER AND CONSENT SOLICITATION CHICAGO, ILLINOIS, September 9, 2003 - Foundation Growth Investments LLC and EI Acquisition Inc. announced today that they have terminated their offer to purchase all of the outstanding shares of Common Stock and Series A Convertible Preferred Stock of eXegenics Inc. (Nasdaq: EXEG) at a price of $0.60 per share. Foundation and EI Acquisition terminated their offer pursuant to the conditions of the offer which, among other things, provided that Foundation and EI Acquisition would not purchase shares tendered in the offer unless a majority of the outstanding shares were validly tendered and not withdrawn. This condition was not satisfied as of 12:00 Midnight, New York City time on Monday, September 8, 2003. All tendered shares will promptly be returned by Foundation's depositary to the tendering stockholders. Foundation and EI Acquisition are also terminating their consent solicitation with respect to eXegenics' stockholders. NOTICE FOR EXEGENICS STOCKHOLDERS The complete terms and conditions of the offer are set forth in an offer to purchase, letter of transmittal, and other related materials which were filed with the Securities and Exchange Commission on May 29, 2003, as amended, and distributed to eXegenics stockholders. eXegenics stockholders are urged to read the tender offer documents because they contain important information. Investors are able to receive such documents free of charge at the SEC's web site, www.sec.gov, or by contacting Morrow & Co., Inc., the Information Agent for the transaction, at (800) 607-0088, or William Blair & Company, the Dealer Manager and financial adviser for the transaction, at (800) 621-0687 ext. 5333. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF EXEGENICS INC. * * * Investors and security holders are able to obtain a free copy of the preliminary consent statement and other documents filed by Foundation Growth Investments with the Commission at the Commission's website at www.sec.gov. Detailed information regarding the names, affiliations and interests of individuals who may be deemed participants in the solicitation of consents of eXegenics stockholders are available in the preliminary consent statement filed by Foundation Growth Investments with the SEC on Schedule 14A. -----END PRIVACY-ENHANCED MESSAGE-----