SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
PARTSBASE, INC.
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(Name of the Issuer)
PARTSBASE, INC.
ROBERT A. HAMMOND, JR.
HAMMOND I, INC.
HAMMOND ACQUISITION CORP.
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(Name of Person (s) Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
70214P 109
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(CUSIP Number of Class of Securities)
Robert A. Hammond, Jr.
CEO of Hammond I, Inc. and Mark J. Weicher
Hammond Acquisition Corp. CFO of PartsBase, Inc.
905 Clint Moore Road 905 Clint Moore Road
Boca Raton, Florida 33487 Boca Raton, Florida 33487
(561) 953-0700 (561) 953-0700
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(Name, Address and Telephone Numbers of Persons Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
With copies to:
Charles J. Rennert, Esq. | Joel Mayersohn
Berman Rennert Vogel & Mandler, P.A. | Adorno & Yoss, P.A.
100 SE Second Street | 200 East Las Olas Blvd.
Suite 3500 | Suite 1700
Miami, Florida 33131 | Ft. Lauderdale, Florida 33301
(305) 577-4171 | (954) 763-1200
This statement is filed in connection with (check the appropriate box):
a.[X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b.[_] The filing of a registration statement under the Securities Act of 1933.
c.[_] A tender offer.
d.[_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
i
Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]
Transaction Valuation* Amount of Filing Fee**
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$7,542,153 $1,507
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* Based upon (a) the product of 5,022,302 shares of common stock and the
merger consideration of $1.50 per share, or $7,533,453, and (b) the
product of of the options to purchase 10,000 shares of common stock and
the merger consideration of $1.50 per share, less the applicable exercise
price per share, or $8,700.
** The filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, equals 1/50 of 1% of the transaction
valuation.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act 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: $1,507
Form or Registration No.: Schedule 14A
Filing Party: PartsBase, Inc.
Date Filed: January 21, 2003
Neither the Securities and Exchange Commission nor any state securities
commission has: (i) approved or disapproved of the acquisition of PartsBase,
Inc. by Hammond I, Inc.; (ii) passed on the merits or fairness of the
acquisition or (iii) passed upon the adequacy or accuracy of the disclosure in
this document. Any representation to the contrary is a criminal offense.
SECTION 13E-3 TRANSACTION STATEMENT
INTRODUCTION
This Amendment No. 3 to the Rule 13e-3 transaction statement on Schedule
13E-3 relates to Agreement and Plan of Merger dated as of August 26, 2002 and
amended as of December 20, 2002 (the "Merger Agreement"), by and among
PartsBase, Inc., a Delaware corporation ("PRTS"), Hammond I, Inc., a Florida
corporation ("Hammond I"), Robert A. Hammond, Jr., and Hammond Acquisition
Corp., a Delaware corporation ("HAC"), pursuant to which HAC will merge into
PRTS (the "Merger"). This Amendment is being filed by: (1) PRTS, the issuer of
the equity securities that are the subject of the Rule 13e-3 transaction
described herein, (2) Hammond I; (3) HAC, a wholly owned subsidiary of Hammond
I; and (4) Mr. Hammond. Each of PRTS, Hammond I, HAC and Mr. Hammond are
referred to individually, as a "Filing Person" and collectively, as the "Filing
Persons." Hammond I, HAC, Mr. Hammond, R. Hammond, L.P. and any other person
that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, Hammond I, HAC, or Mr. Hammond,
is referred to as the "Acquisition Group".
The purpose of this final amendment to the Schedule 13E-3 is to report the
results of the Rule 13e-3 transaction pursuant to Rule 13e-3(d)(3) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
At a special meeting of the stockholders of PRTS held on February 20, 2003
(the "Special Meeting"), at which a quorum was present, the Merger Agreement and
the Merger were approved by (1) approximately 88.9% of the issued and
outstanding shares of PRTS Common Stock, par value $0.001 per share (the "Common
Stock"), and (2) approximately 0.3% of the issued and outstanding shares of
Common Stock not held by the Acquisition Group were voted against the Merger
Agreement and the Merger.
Pursuant to the Merger Agreement, each outstanding share of PRTS common
stock, par value $0.001 per share, was cancelled and converted into the right to
receive $1.50 in cash, other than any outstanding shares of common stock held by
stockholders who perfected their appraisal rights under Delaware law or any
outstanding shares of common stock beneficially owned by a Filing Person or the
Acquisition Group. As a result of the Merger, PRTS is a privately held
corporation, 100% of which is beneficially owned by Mr. Hammond.
On February 24, 2003, PRTS filed a Form 15 with the Securities and Exchange
Commission terminating the registration of its Common Stock under the Exchange
Act. The Nasdaq National Market delisted the Common Stock at the close of the
market on February 21, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, each of
the undersigned does certify that the information set forth in this statement is
true, complete and correct.
Dated: February 24, 2003
PARTSBASE, INC.
By: /s/ Mark J. Weicher
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Name: Mark J. Weicher
Title: Chief Financial Officer
HAMMOND I, INC.
By: /s/ Robert A. Hammond, Jr.
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Name: Robert A. Hammond, Jr.
Title: Chief Executive Officer
HAMMOND ACQUISITION CORP.
By: /s/ Robert A. Hammond, Jr.
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Name: Robert A. Hammond, Jr.
Title: Chief Executive Officer
ROBERT A. HAMMOND, JR.
/s/ Robert A. Hammond, Jr.
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