SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Schmitt Industries, Inc.
(Name of Subject Company)
Schmitt Industries, Inc.
(Names of Filing Persons - Offeror)
Common Stock - no par value
(Title of Class of Securities)
Number of Class of Securities)
Schmitt Industries, Inc.
2765 N.W. Nicolai Street
Portland, Oregon 97210-1818
(Name, Address and Telephone Number of
to Receive Notices and Communications on Behalf of Filing Persons)
Kenneth A. Schlesinger, Esq.
Jason D. Cabico, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
CALCULATION OF FILING FEE:
(1) The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $2,500,000 in aggregate of Common Stock, no par value per share.
(2) The amount of the filing fee, calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $129.80 per $1,000,000 of the value of the transaction.
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: $324.50
Form or Registration No.: Schedule TO
Filing Party: Schmitt Industries, Inc.
Date Filed: June 11, 2020
|¨||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:|
|¨||third party tender offer subject to Rule 14d-1.|
|ý||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 a tender offer: ¨|
|If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:|
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2020 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), which relates to the offer (the “Offer”) by Schmitt Industries, Inc. (the “Company”) to purchase up to $2,500,000 in value of shares of its common stock, no par value per share (the “Common Stock”), at a price not less than $3.00 nor greater than $3.25 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated June 11, 2020, a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(1)(B).
The purpose of this Amendment is to amend and supplement the Schedule TO to extend the expiration date from July 10, 2020 to July 20, 2020. This Amendment is being filed on a voluntary basis with the SEC. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. This Amendment should be read together with the Schedule TO.
Items 1 through 11.
(a) Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
On July 13, 2020, the Company extended the expiration of the Offer. The Offer was previously scheduled to expire at 5:00 p.m., Eastern Time, on July 10, 2020. The Expiration Date of the Offer is extended to 5:00 p.m., Eastern Time, on July 20, 2020, unless further extended. The Depositary has advised us that, as of the close of business on July 10, 2020, 122,159 shares of Common Stock had been validly tendered and not validly withdrawn, representing 3.2% of the outstanding Common Stock of the Company.
Item 12 of the Schedule TO is hereby amended and supplemented by renumbering exhibit “(a)(5)” as “(a)(5)(A)” and adding the following exhibit:
(a)(5)(B) Press Release dated July 13, 2020.
The fully amended and supplemented list of exhibits to the Schedule TO is set forth in the Exhibit Index attached hereto.
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.
SCHMITT INDUSTRIES, INC.
|Title:||Chairman, President and Chief Executive Officer|
Date: July 13, 2020
The following are attached as exhibits to this Schedule TO:
|(a)||(1)||(A)||Offer to Purchase for Cash, dated June 11, 2020.*|
|(B)||Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*|
|(C)||Notice of Guaranteed Delivery.*|
|(D)||Form of letter to brokers, dealers, commercial banks, trust companies and other nominees.*|
|(E)||Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees to their clients.*|
|(5)||(A)||Press Release dated June 3, 2020 (incorporated by reference to the Schedule TO-C filed by the Company on June 3, 2020).|
|(B)||Press Release dated July 13, 2020.**|
|(d)||(1)||The Company’s Second Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on October 31, 2019).|
|(2)||Employment Agreement for Michael R. Zapata dated November 30, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2018).|
|(3)||Consulting Agreement for Sententia Capital Management, LLC dated July 30, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2019).|
|(4)||Employment Agreement for Jamie Schmidt, dated January 14, 2020, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2020).|
|(5)||Option Agreement, between the Company and Charles Davidson, dated April 12, 2017.|
|(6)||Stock Purchase Agreement, among the Company, certain directors and Walter Brown Pistor, dated December 17, 2019.|
* Filed with Schedule TO dated June 11, 2020.
** Filed herewith.
IMMEDIATE NEWS RELEASE
SCHMITT INDUSTRIES ANNOUNCES EXTENSION OF DUTCH TENDER OFFER
PORTLAND, OR, July 13, 2020 – Schmitt Industries, Inc. (NASDAQ: SMIT) (the “Company” or “Schmitt”) today announced that it has extended the offering period of its previously announced cash tender offer to purchase up to $2.5 million of Schmitt’s common stock at a price per share not less than $3.00 and not greater than $3.25 (the “Offer”).
The Offer is now scheduled to expire at 5:00 p.m., Eastern Time, on July 20, 2020, unless the Offer is further extended or earlier terminated. The Offer was originally scheduled to expire at 5:00 p.m., Eastern Time, on July 10, 2020.
Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer, has advised Schmitt that as of 5:00 p.m., Eastern Time, on July 10, 2020, the last business day prior to the announcement of the extension of the Offer, 122,159 shares of Schmitt’s common stock, have been validly tendered pursuant to the tender offer and not properly withdrawn. Shareholders who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension of the expiration date of the Offer.
Completion of the Offer remains subject to the conditions described in the tender offer statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) by Schmitt on June 11, 2020.
InvestorCom LLC is acting as information agent for the Offer. Requests for documents and questions regarding the Offer may be directed to InvestorCom LLC by telephone, at (877) 972-0090, or by mail addressed to InvestorCom LLC, 19 Old Kings Highway S., Suite 210, Darien, Connecticut 06820.
The Offer referenced herein commenced on June 11, 2020. This communication is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Schmitt’s common stock or any other securities. On June 11, 2020, Schmitt filed with the SEC a Tender Offer Statement on Schedule TO. SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING), AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Shareholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Schmitt will be available free of charge on Schmitt’s website, www.schmittindustries.com. In addition, Schmitt’s shareholders may obtain free copies of the Offer materials by contacting InvestorCom LLC, the information agent for the Offer, by telephone, at (877) 972-0090, or by mail addressed to InvestorCom LLC, 19 Old Kings Highway S., Suite 210, Darien, Connecticut 06820.
About Schmitt Industries
Schmitt Industries, Inc., founded in 1987, designs, manufactures and sells high precision test and measurement products, solutions and services through its Acuity® and Xact® product lines. Acuity provides laser and white light sensor distance measurement and dimensional sizing products, and our Xact line provides ultrasonic-based remote tank monitoring products and related monitoring revenues for markets in the Internet of Things environment.
Safe Harbor Statement
This document may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. A complete discussion of the risks and uncertainties that may affect Schmitt’s business, including the business of its subsidiary, is included in “Risk Factors” in the Company’s most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.
Schmitt Industries, Inc.
Michael R. Zapata
Chief Executive Officer