SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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BEI MEDICAL SYSTEMS COMPANY, INC.
(Name of Subject Company)
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BROADWAY ACQUISITION CORP.
(OFFEROR)
BOSTON SCIENTIFIC CORPORATION
(PARENT OF OFFEROR)
(Names of Filing Persons (Identifying Status as
Offeror, Issuer or Other Person))
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
05538E109
(COMMON STOCK ONLY)
(CUSIP Number of Class of Securities)
LAWRENCE J. KNOPF LAWRENCE J. KNOPF
BOSTON SCIENTIFIC CORPORATION BROADWAY ACQUISITION CORP.
ONE BOSTON SCIENTIFIC PLACE ONE BOSTON SCIENTIFIC PLACE
NATICK, MA 01760-1537 NATICK, MA 01760-1537
(508) 650-8567 (508) 650-8567
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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COPIES TO:
JOHAN V. BRIGHAM, ESQ.
MATTHEW J. CUSHING, ESQ.
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MA 02210
(617) 951-8000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$94,660,000 $8,709
*Estimated for purposes of calculating the amount of the filing fee only. The
fee was calculated by (i) multiplying $6.8426, the per share tender offer
price for shares of Common Stock, by 9,857,691, the currently outstanding
shares of Common Stock sought in the Offer, which gives an aggregate
consideration of $67,452,236.44 (the "Common Stock Consideration"), and (ii)
multiplying $13.6852, the per share tender offer price for shares of
Preferred Stock, by 1,114,485, the currently outstanding shares of Series A
Convertible Preferred Stock sought in the Offer, which gives an aggregate
consideration of $15,251,950.12 for such Preferred Stock (the "Preferred
Stock Consideration" and together with the Common Stock Consideration, the
"Total Stock Consideration"). The Total Stock Consideration was then added to
$11,955,251.98, being the net consideration for the Subject Company's
2,714,347 in-the-money employee stock options and warrants to arrive at a
total transaction value of approximately $94,660,000.
**Calculated at the rate of $92.00 per $1 million.
[ ]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: FILING PARTY:
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FORM OR REGISTRATION NO.: DATE FILED:
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[ ] 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 13c-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. [ ]
This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
Broadway Acquisition Corp., a Delaware corporation ("Purchaser"), and a wholly
owned subsidiary of Boston Scientific Corporation, a Delaware corporation
("Parent"). This Schedule TO relates to the offer by Purchaser to purchase all
of the outstanding shares of common stock, par value $0.001 per share, including
the associated preferred share purchase rights, and all of the outstanding
shares of Series A Convertible Preferred Stock, par value $0.001 per share
(together, the "Shares"), of BEI Medical Systems Company, Inc., a Delaware
corporation ("BEI"), at a purchase price of $6.8426 per share of Common Stock
and $13.6852 per share of Preferred Stock, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated May
30, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1)(i) and (ii) (which,
together with the Offer to Purchase and any amendments or supplements hereto and
thereto, collectively constitute the "Offer"). The information set forth in the
Offer to Purchase and the related Letter of Transmittal is incorporated herein
by reference with respect to Items 1-9 and 11 of this Schedule TO. The Agreement
and Plan of Merger, dated as of May 13, 2002 (the "Merger Agreement"), among
Parent, Purchaser and BEI, a copy of which is attached as Exhibit (d)(i) hereto
is incorporated herein by reference with respect to Items 5 and 11 of this
Schedule TO.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase dated May 30, 2002.
(a)(1)(ii) Form of Letter of Transmittal.
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients.
(a)(1)(vi) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(1)(vii) Summary Advertisement as published in The New York
Times on May 30, 2002.
(a)(5)(i) Press Release issued by Parent on May 14, 2002
(incorporated by reference to exhibit 99.1 of the
Schedule TO-C filed by Parent on May 14, 2002).
(a)(5)(ii) Transcript of Analyst Call held by Parent on May 14,
2002 (incorporated by reference to exhibit 99.2 of the
Schedule TO-C Amendment filed by Parent on May 14,
2002).
(a)(5)(iii) Communication to BEI employees on May 14, 2002
(incorporated by reference to exhibit 99.3 of the
Schedule TO-C filed by Parent on May 14, 2002).
(d)(i) Agreement and Plan of Merger, dated as of May 13, 2002,
among Parent, Purchaser and BEI (incorporated by
reference to exhibit 1 of the Schedule 13D filed by
Parent on May 23, 2002).
(d)(ii) Stockholders Agreement, dated as of May 13, 2002, among
Parent, Purchaser and certain directors and executive
officers of BEI (incorporated by reference to exhibit 2
of the Schedule 13D filed by Parent on May 23, 2002).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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: May 30, 2002
BROADWAY ACQUISITION CORP.
By: /s/ Lawrence J. Knopf
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Name: Lawrence J. Knopf
Title: Vice 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: May 30, 2002
BOSTON SCIENTIFIC CORPORATION
By: /s/ Lawrence J. Knopf
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Name: Lawrence J. Knopf
Title: Assistant General Counsel
EXHIBIT INDEX
EXHIBIT NO.
(a)(1)(i) Offer to Purchase dated May 30, 2002.
(a)(1)(ii) Form of Letter of Transmittal.
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients.
(a)(1)(vi) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(1)(vii) Summary Advertisement as published in The New York
Times on May 30, 2002.
(a)(5)(i) Press Release issued by Parent on May 14, 2002
(incorporated by reference to exhibit 99.1 of the
Schedule TO-C filed by Parent on May 14, 2002).
(a)(5)(ii) Transcript of Analyst Call held by Parent on May 14,
2002 (incorporated by reference to exhibit 99.2 of the
Schedule TO-C Amendment filed by Parent on May 14,
2002).
(a)(5)(iii) Communication to BEI employees on May 14, 2002
(incorporated by reference to exhibit 99.3 of the
Schedule TO-C filed by Parent on May 14, 2002).
(d)(i) Agreement and Plan of Merger, dated as of May 13, 2002,
among Parent, Purchaser and BEI (incorporated by
reference to exhibit 1 of the Schedule 13D filed by
Parent on May 23, 2002).
(d)(ii) Stockholders Agreement, dated as of May 13, 2002, among
Parent, Purchaser and certain directors and executive
officers of BEI (incorporated by reference to exhibit 2
of the Schedule 13D filed by Parent on May 23, 2002).