SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
AMENDMENT NO. 1
(FINAL AMENDMENT)
DATATRAK INTERNATIONAL, INC.
(Name of Issuer)
DATATRAK INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class of Securities)
238134 10 0
(CUSIP Number of Class of Securities)
Copy to:
Dr. Jeffrey A. Green
President and Chief Executive Officer Thomas F. McKee, Esq.
DataTRAK International, Inc. Calfee, Halter & Griswold, LLP
20600 Chagrin Boulevard 1400 McDonald Investment Center
Cleveland, Ohio 44122 800 Superior Ave., Suite 1400
(216) 921-6505 Cleveland, Ohio 44120
(216) 622-8200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
JULY 12, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
----------------------------------------------- ------------------------------------------
Transaction
Valuation Amount of Filing Fee
----------------------------------------------- ------------------------------------------
$19,800,000.00 (1) $3,960.00 (2)
----------------------------------------------- ------------------------------------------
(1) For the purpose of calculating the filing fee only, this amount is
based on the purchase of 3,300,000 Common Shares of DataTRAK
International, Inc. at $6.00 per share.
(2) The amount of the filing fee equals 1/50th of one percent of the value
of the securities to be acquired at the time of the initial filing. The
filing fee was paid at the time of the initial filing.
[ ] Check 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: Not applicable. Filing party: Not applicable.
Form or registration no.: Not applicable. Date filed: Not applicable.
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This Amendment No. 1 (Final Amendment) is filed pursuant to Rule 13e-4(c)(3) and amends the Issuer Tender Offer Statement on Schedule 13E-4 filed with the Securities and Exchange Commission on July 12, 1999 in connection with an offer by DataTRAK International, Inc., an Ohio corporation (the "Company"), pursuant to an Offer to Purchase, dated July 12, 1999 (the "Offer to Purchase"). The Offer to Purchase and the related Letter of Transmittal together constitute the "Offer".
ITEM 1. SECURITY AND ISSUER.
Item 1(b) is hereby amended by adding the following information. Pursuant
to the terms of the Offer, the Company purchased Shares from its
officers, directors and affiliates as set forth in the following table.
NAME SHARES
PURCHASED
Dr. Jeffrey A. Green 152,062
Timothy G. Biro 0
Seth B. Harris 0
Terry C. Black 6,082
Herbert L. Hugill 60,824
Dr. Robert M. Stote 2,721
Dr. Alan G. Walton 376,149
Dr. Mark J. Ratain 0
Robert E. Flaherty 0
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The Shares Purchased information for Dr. Walton includes 248,583 and
50,190 Shares owned by Oxford BioScience Partners, L.P. ("Oxford") and
Oxford BioScience Partners (Adjunct), L.P. ("Oxford Adjunct"),
respectively, of which OBP Management, L.P. ("OBP") is the general
partner, and 8,414 Shares owned by Oxford BioScience Management Partners
("OBM"), and 68,962 Shares owned by Oxford BioScience Partners (Bermuda)
Limited Partnership ("Oxford Bermuda"), of which OBP Management (Bermuda)
Limited Partnership ("OBP Bermuda") is the general partner. OBP may be
deemed to be the beneficial owner of Shares owned by Oxford Bermuda. Dr.
Walton, a director of the Company, is a general partner of OBM, OBP, OBP
Bermuda and may be deemed to be a beneficial owner of the Shares held by
such entities.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 3(b) is hereby amended by adding the following information. The
Company's Board of Directors has approved a proposal to amend the Company's
Fifth Amended and Restated Articles of Incorporation. The proposed amendment
would decrease the number of classes on the Company's Board of Directors from
three classes of Directors with each class serving a three-year term to two
classes of Directors with each class of Directors serving a two-
year term. This proposal will be voted upon at the Company's Annual Meeting of Shareholders for 1999 on September 22, 1999.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The following table sets forth certain details concerning the issuance of Shares pursuant to the exercise of options under the Company's various option plans from July 12, 1999 through the date hereof. Each transaction was effected in accordance with the respective Option Plan and the individual's option agreement.
EXERCISE PRICE
COMMON PER
SHARES COMMON SHARE
NAME DATE ISSUED OPTION PLAN
---- ---- ------- --------------- -----------
Terry C. Black 07/21/99 5,000 $ 0.15 1992 Share Incentive
Herbert L. Hugill 07/17/99 50,000 $ 4.50 1996 Key Employees and Consultants
Oxford BioScience
Management Partners 07/30/99 666 $ 0.80 1994 Directors
Oxford BioScience
Management Partners 07/30/99 1,667 $ 4.15 1994 Directors
Oxford BioScience
Management Partners 07/30/99 1,500 $ 4.38 1996 Outside Directors
Oxford BioScience
Management Partners 07/30/99 10,000 $ 4.19 1996 Outside Directors
Company Employee 07/20/99 5,117 $ 0.30 1992 Share Incentive
Former Employee 07/14/99 12,500 $ 4.15 1992 Share Incentive
Former Employee 07/14/99 7,500 $ 4.75 1996 Key Employees and Consultants
Former Employee 07/19/99 7,500 $ 4.15 1992 Share Incentive
Former Employee 07/19/99 7,500 $ 4.75 1996 Key Employees and Consultants
Former Employee 07/13/99 3,500 $ 2.63 1996 Key Employees and Consultants
Former Employees
(3 persons) 07/19/99 13,500 $ 4.50 1996 Key Employees and Consultants
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ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended by adding the following supplemental
information. The Offer expired at 5:00 p.m. Eastern Daylight Savings time on
August 9, 1999. Pursuant to the terms of the Offer, 5,403,795 Shares were
validly tendered and not withdrawn. The final proration factor applicable to the
Shares was 0.60824. This proration factor was not applied to any of the tendered
"odd-lot" Common Shares, all of which were purchased by the Company. The Company
accepted for payment on a pro rata basis, and thereby purchased, 3,300,000
Shares pursuant to the terms of the Offer for a total purchase price of
$19,800,000. On August 10, 1999 the Company issued a press release announcing
the expiration of the tender offer. On August 17, 1999 the Company issued a
press release announcing the final results of the tender offer. Copies of the
press releases are attached hereto as Exhibit (a)(10) and Exhibit (a)(11) and
are incorporated herein by reference
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release of the Company, dated August 10, 1999.
(a)(11) Press Release of the Company, dated August 17, 1999.
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.
Date: August 19, 1999 DATATRAK INTERNATIONAL, INC.
By:/s/ Terry C. Black
-------------------------------------
Terry C. Black
Vice President of Finance, Chief
Financial Officer, Treasurer and
Assistant Secretary
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INDEX TO EXHIBITS
(a)(10) Press Release of the Company, dated August 10, 1999.
(a)(11) Press Release of the Company, dated August 17, 1999.
Exhibit (a)(10)
PRESS RELEASE
FOR IMMEDIATE RELEASE
TERRY C. BLACK (216) 921-6505
DATATRAK INTERNATIONAL, INC.
CLOSES TENDER OFFER
FOR UP TO 3,300,000 OF ITS COMMON SHARES
CLEVELAND, Ohio, August 10, 1999 - DataTRAK International, Inc. (Nasdaq; DATA), formerly known as Collaborative Clinical Research, Inc., today announced that its tender offer for up to 3,300,000 of its Common Shares for a purchase price of $6.00 per share closed at 5:00 p.m. Eastern Daylight Savings Time, Monday, August 9, 1999.
Preliminary results indicate that the tender offer is oversubscribed, with approximately 5,400,000 Common Shares having been tendered. DataTRAK expects to announce the final proration factor as promptly as practical.
Shareholders who have questions regarding the tender offer may call MacKenzie Partners, Inc., the Information Agent, at (800) 322-2885 (toll free).
DataTRAK International, Inc. is a leading provider of software products and related services to the pharmaceutical, biotechnology, and medical device industries. DataTRAK EDC(TM) software and its earlier versions have successfully supported more than 31 clinical studies encompassing over 500 clinical sites and 17,000 patients. DataTRAK International, Inc. has offices in Cleveland, Ohio and Bonn, Germany.
Except for the historical financial information contained in this press release, the statements made in this release are forward looking statements. Factors that may cause results to differ materially from those in the forward looking statements include the ability of the Company to absorb corporate overhead and other fixed costs in order to successfully market the DataTRAK EDC(TM) software; the development and fluctuations in the market for electronic data capture technology; the degree of the Company's success in obtaining new contracts; the timing of payments from sponsors and the timing of sponsor decisions to conduct new clinical trials or cancel or delay ongoing trials; the continued unreliability of the Internet; dependence on key personnel; governmental regulation; the early stage of the Company's DataTRAK business and operations; and general economic conditions. In addition, the Company's success depends on the outcome of various strategic initiatives it has undertaken, all of which are based on assumptions made by the Company concerning trends in the clinical research market and the health care industry.
CONTACT:
Jeffrey A. Green, Pharm.D., FCP Terry C. Black President and Chief Executive Officer Chief Financial Officer DataTRAK International, Inc. DataTRAK International, Inc. 216/921-6505 ext. 112 216/921-6505 ext. 110 |
Exhibit (a)(11)
PRESS RELEASE
FOR IMMEDIATE RELEASE
TERRY C. BLACK (216) 921-6505
DATATRAK INTERNATIONAL, INC.
PURCHASES 3,300,000 OF ITS COMMON SHARES
IN SELF-TENDER OFFER
CLEVELAND, Ohio, August 17, 1999 - DataTRAK International, Inc. (Nasdaq; DATA), formerly known as Collaborative Clinical Research, Inc., today announced that it purchased 3,300,000 of its Common Shares for a total purchase price of $19.8 million pursuant to its self-tender offer. The tender offer closed at 5:00 p.m. Eastern Daylight Savings Time on Monday, August 9, 1999. A total of 5,403,795 Common Shares had been tendered and not withdrawn.
The final proration factor for the self-tender offer was 0.60824. This proration factor was not applied to any of the tendered "odd-lot" Common Shares, all of which were purchased by the Company.
DataTRAK International, Inc. is a leading provider of software products and related services to the pharmaceutical, biotechnology, and medical device industries. DataTRAK EDC(TM) software and its earlier versions have successfully supported more than 31 clinical studies encompassing over 500 clinical sites and 17,000 patients. DataTRAK International, Inc. has offices in Cleveland, Ohio and Bonn, Germany.
Except for the historical financial information contained in this press release, the statements made in this release are forward looking statements. Factors that may cause results to differ materially from those in the forward looking statements include the ability of the Company to absorb corporate overhead and other fixed costs in order to successfully market the DataTRAK EDC(TM) software; the development and fluctuations in the market for electronic data capture technology; the degree of the Company's success in obtaining new contracts; the timing of payments from sponsors and the timing of sponsor decisions to conduct new clinical trials or cancel or delay ongoing trials; the continued unreliability of the Internet; dependence on key personnel; governmental regulation; the early stage of the Company's DataTRAK business and operations; and general economic conditions. In addition, the Company's success depends on the outcome of various strategic initiatives it has undertaken, all of which are based on assumptions made by the Company concerning trends in the clinical research market and the health care industry.
CONTACT:
Jeffrey A. Green, Pharm.D., FCP Terry C. Black President and Chief Executive Officer Chief Financial Officer DataTRAK International, Inc. DataTRAK International, Inc. 216/921-6505 ext. 112 216/921-6505 ext. 110 |