---------------------
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. 3
RSTAR CORPORATION
(Name of Subject Company (Issuer))
RSTAR CORPORATION (Issuer)
GILAT SATELLITE NETWORKS LTD. (Affiliate of Issuer)
(Names of Filing Persons (identifying status as offeror, issuer or other person)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
74973F 104
(CUSIP Number of Class of Securities)
Gilat Satellite Networks Inc.
1651 Old Meadow Road
McLean, Virginia 22102
(703) 734-9401
(Name, address, and telephone numbers of
person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Steven G. Tepper, Esq. Jonathan Klein, Esq.
Arnold & Porter Piper Marbury Rudnick & Wolfe LLP
399 Park Avenue 1251 Avenue of the Americas
New York, New York 10022 New York, New York 10020
Tel: (212) 715-1140 Tel: (212) 835-6000
Fax: (212) 715-1399 Fax: (212) 835-6001
[ ] 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.
----------
[X] 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: [ ]
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission ("SEC") on February 14, 2002, relating to the exchange offer (the
"Exchange Offer") by rStar Corporation, a Delaware corporation ("rStar"), and
Gilat Satellite Networks Ltd., an Israeli corporation and a majority stockholder
of rStar ("Gilat," and together with rStar, the "Offer"), to exchange up to
6,315,789 shares of rStar common stock, par value $0.01 per share (the
"Shares"), for 0.0738 of a Gilat ordinary share and cash consideration in an
amount between $0.32 and $1.58, per share, less any required withholding taxes,
net to the seller, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Exchange/Prospectus and related Letter of
Transmittal filed as Exhibits (a)(4) and (a)(1)(A), respectively, to the
Schedule TO. The exact amount of the cash consideration will be calculated
pursuant to a formula described in the Offer to Exchange/Prospectus, which is
based upon the average closing price for the Gilat ordinary shares over a period
of time ending before the expiration of the exchange offer. This Amendment No. 2
to the Schedule TO is being filed on behalf of rStar and Gilat.
All of the information set forth in the Offer to Exchange/Prospectus and related
Letter of Transmittal, each as may be amended from time to time, and any
prospectus supplement or other supplement thereto related to the Exchange Offer
and filed with the Securities & Exchange Commission by Gilat and/or rStar, is
hereby incorporated by reference in answer to Items 1 through 11 of the
Schedule TO, and is supplemented by the information specifically provided
herein.
The sole purpose of this Amendment No. 3 is to change the Exhibit Index to file
the joint press release issued by Gilat and rStar on April 1, 2002 regarding the
temporary suspension of the exchange offer.
4
ITEM 12. EXHIBITS
(a)(1)(A) Letter of Transmittal (incorporated by reference to
Exhibit 99.1 to the Gilat Form F-4 (333-71422) filed
on March 28, 2002).
(a)(1)(B) Notice of Guaranteed Delivery (incorporated by
reference to Exhibit 99.2 to the Gilat Form F-4
(333-71422) filed on March 28, 2002).
(a)(1)(C) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by
reference to Exhibit 99.3 to the Gilat Form F-4
(333-71422) filed on March 28, 2002).
(a)(1)(D) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to Exhibit 99.4 to the
Gilat Form F-4 (333-71422) filed on March 28,
2002).
(a)(1)(E) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by
reference to Exhibit 99.5 to the Gilat Form F-4
(333-71422) filed on March 28, 2002).
(a)(1)(F) Joint Press Release issued by Gilat and rStar on April
25, 2001 (incorporated by reference to Form 425 filed
by rStar on April 25, 2001).
(a)(1)(G) Joint Press Release issued by Gilat and rStar on
September 10, 2001 (incorporated by reference to Form
425 filed by rStar on September 10, 2001).
(a)(1)(H) Joint Press Release issued by Gilat and rStar on
January 2, 2002 (incorporated by reference to Form 425
filed by rStar on January 2, 2002).
(a)(1)(I) Joint Press Release issued by Gilat and rStar on
February 19, 2002.*
(a)(1)(J) Joint Press Release issued by Gilat and rStar on
April 1, 2002.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Offer to Exchange/Prospectus (incorporated by reference
to the Gilat Form F-4 (333-71422) filed on
March 28, 2002).
(a)(5) Annual Report of Gilat on Form 20-F/A for the fiscal
year ended December 31, 2000 (Amendment No. 4) filed
on March 27, 2002.*
(b) Not applicable.
(d.1) Second Amended and Restated Acquisition Agreement,
dated December 31, 2001, by and among rStar, Gilat, and
Gilat to Home Latin America (Holland) N.V.
(incorporated by reference to Exhibit 2.1 to the Gilat
Form F-4 (333-71422) filed on January 15, 2002).
(d.2) Voting Agreement, dated April 23, 2001, among (i) The
Mortensen 2000 Family Resource Trust, The Mortensen
Charitable Trust, CAVCO of North Florida, Inc., The
Arnouse Charitable Trust and Michael Arnouse, (ii)
rStar, and (iii) Gilat and Gilat Satellite Networks
(Holland) B.V.*
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
-------------------
* Previously filed.
5
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.
rSTAR CORPORATION
Date: April 1, 2002 By: /s/ Lance Mortensen
--------------------- --------------------------------
Name: Lance Mortensen
Title: Chief Executive Officer
GILAT SATELLITE NETWORKS LTD.
Date: April 1, 2002 By: /s/ Yoav Leibovitch
----------------------- --------------------------------
Name: Yoav Leibovitch
Title: Vice President, Finance
and Administration and
Chief Financial Officer
6
INDEX OF EXHIBITS
-----------------
Exhibit No. Description
----------- -----------
(a)(1)(A) Letter of Transmittal (incorporated by reference to
Exhibit 99.1 to the Gilat Form F-4 (333-71422) filed on
March 28, 2002).
(a)(1)(B) Notice of Guaranteed Delivery (incorporated by
reference to Exhibit 99.2 to the Gilat Form F-4
(333-71422) filed on March 28, 2002).
(a)(1)(C) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference
to Exhibit 99.3 to the Gilat Form F-4 (333-71422) filed
on March 28, 2002).
(a)(1)(D) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to Exhibit 99.4 to the Gilat
Form F-4 (333-71422) filed on March 28, 2002).
(a)(1)(E) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by
reference to Exhibit 99.5 to the Gilat Form F-4
(333-71422) filed on March 28, 2002).
(a)(1)(F) Joint Press Release issued by Gilat and rStar on April
25, 2001 (incorporated by reference to Form 425 filed
by rStar on April 25, 2001).
(a)(1)(G) Joint Press Release issued by Gilat and rStar on
September 10, 2001 (incorporated by reference to Form
425 filed by rStar on September 10, 2001).
(a)(1)(H) Joint Press Release issued by Gilat and rStar on
January 2, 2002 (incorporated by reference to Form 425
filed by rStar on January 2, 2002).
(a)(1)(I) Joint Press Release issued by Gilat and rStar on
February 19, 2002.*
(a)(1)(J) Joint Press Release issued by Gilat and rStar on
April l,2002.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Offer to Exchange/Prospectus (incorporated by reference
to the Gilat Form F-4 (333-71422) filed on March 28,
2002).
(a)(5) Annual Report of Gilat on Form 20-F/A for the fiscal
year ended December 31, 2000 (Amendment No. 4) filed
on March 27, 2002.*
(b) Not applicable.
(d.1) Second Amended and Restated Acquisition Agreement,
dated December 31, 2001, by and among rStar, Gilat, and
Gilat to Home Latin America (Holland) N.V.
(incorporated by reference to Exhibit 2.1 to the Gilat
Form F-4 (333-71422) filed on January 15, 2002).
(d.2) Voting Agreement, dated April 23, 2001, among (i) The
Mortensen 2000 Family Resource Trust, The Mortensen
Charitable Trust, CAVCO of North Florida, Inc., The
Arnouse Charitable Trust and Michael Arnouse, (ii)
rStar, and (iii) Gilat and Gilat Satellite Networks
(Holland) B.V.*
(g) Not applicable.
(h) Not applicable.
-------------------
* Previously filed.
7