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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 5
TO
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
EXEGENICS INC.
(Name of Subject Company (Issuer))
FOUNDATION GROWTH INVESTMENTS LLC (PARENT OF OFFEROR)
EI ACQUISITION INC. (OFFEROR)
(Names of Filing Persons
(identifying status as offeror, issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
301610 (COMMON STOCK)
(CUSIP NOT APPLICABLE FOR PREFERRED STOCK)
(CUSIP Number of Class of Securities)
TERRY ROBBINS
FOUNDATION GROWTH INVESTMENTS LLC
225 WEST WASHINGTON STREET
SUITE 2320
CHICAGO, ILLINOIS 60606
(312) 551-9900
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing person)
WITH A COPY TO:
TIMOTHY R. M. BRYANT
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET, SUITE 4700
CHICAGO, ILLINOIS 60606
(312) 372-2000
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CALCULATION OF FILING FEE: Previously Paid
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/x/ 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: $1,327.
Form or Registration No.: SC TO-T.
Filing Party: Foundation Growth Investments LLC and
EI Acquisition Inc.
Date Filed: May 29, 2003.
/ / 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.
/ / 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: / /
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INTRODUCTION
This Amendment No. 5 to Schedule TO relates to the offer by Foundation
Growth Investments LLC, a Delaware limited liability company, and EI Acquisition
Inc., a Delaware corporation (collectively, the "Purchaser"), to purchase all
outstanding shares of common stock, par value $0.01 per share, and all
outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per
share, of eXegenics Inc., a Delaware corporation ("eXegenics"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May 29,
2003, as amended on June 13, 2003, June 16, 2003, June 25, 2003, July 17, 2003
and as amended herein (the "Offer to Purchase"), and in the related Letter of
Transmittal, as amended on June 13, 2003, June 16, 2003, June 25, 2003, July 17,
2003 and as amended herein (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). The Offer is described in a
Schedule TO (as amended or supplemented from time to time, the "Schedule TO"),
initially filed by Purchaser with the SEC on May 29, 2003, as amended on June
13, 200, June 16, 2003, June 25, 2003, July 17, 20003 and as herein amended.
Copies of the Offer to Purchase and the Letter of Transmittal have been filed as
Exhibits 12(a)(1) and 12(a)(2), respectively, of the Purchaser's Schedule TO and
are incorporated herein by reference.
All information in (i) the Offer to Purchase, including all schedules
thereto, (ii) the Letter of Transmittal, (iii) the Amendment No. 1 to
Purchaser's Schedule TO filed on June 13, 2003, (iv) the Amendment No. 2 to
Purchaser's Schedule TO filed on June 16 2003, (v) the Amendment No. 3 to
Purchaser's Schedule TO filed on June 26, 2003, and (iv) the Amendment No. 4 to
Purchaser's Schedule TO filed on July 17, 2003, are incorporated by reference in
answer to all of this items in this Schedule TO. Additional items with respect
to this Schedule TO are set forth below. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Schedule TO.
ITEMS 1 THROUGH 12
Items 1 through 12 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented as follows:
Purchaser hereby amends and supplements the Offer to Purchase and the related
Letter of Transmittal to provide the following:
(1) The expiration date of the Offer is hereby extended to 12:00
Midnight, New York City time, on Friday, August 15, 2003, unless otherwise
extended. Accordingly, all references to "Expiration Date" shall mean 12:00
Midnight, New York City time, on Friday, August 15, 2003, unless Purchaser in
its sole discretion, extends the period of time for which the Offer is open, in
which case the term "Expiration Date" will mean the time and date at which the
Offer, as so extended, will expire.
(2) The price to purchase all outstanding shares of common stock, par
value $0.01 per share, and all outstanding shares of Series A Convertible
Preferred Stock, par value $0.01 per share, of eXegenics is increased from $0.37
per Share to $0.51 per Share, net to the seller in cash, without interest
thereon. Accordingly all references to "Offer Price" shall mean $0.51 per Share,
net to the seller in cash, without interest thereon.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The following is hereby added to the end of "Section 8: Certain Information
Concerning EI Acquisition Inc. and Foundation Growth Investments LLC" of the
Offer to Purchase:
On July 31, 2003, Purchaser issued a press release announcing that it
had increased its price to purchase all outstanding shares of common
stock, par value $0.01 per share, and all shares of Series A
Convertible Preferred Stock, par value $0.01 per share, of eXegenics
from $0.37 per Share to $0.51 per Share, net to the seller in cash,
without interest thereon. The full text of the press release is filed
as Exhibit (a)(12) hereto.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a) (12) Press Release issued by Purchaser, dated July 31, 2003.
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.
EI ACQUISITION INC.
By: /s/ Terry Robbins
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Name: Terry Robbins
Title: President
FOUNDATION GROWTH INVESTMENTS LLC
By: Foundation Growth Management LLC
Its: Member
By: /s/ Terry Robbins
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Name: Terry Robbins
Title: Manager
Dated: July 31, 2003