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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AMENDMENT
NO. 4
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.
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[X] issuer tender offer subject to Rule 13e-4.
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[ ] going-private transaction subject to Rule 13e-3.
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[ ] amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 4 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"), 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. 4 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 SEC 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.
rStar and Gilat commenced the Exchange Offer on March 28, 2002. However, in
accordance with applicable SEC rules and regulations, rStar and Gilat
temporarily suspended the Exchange Offer on April 1, 2002 until such time as
rStar stockholders were provided with an updated offer to exchange/prospectus
containing Gilat's audited financial statements for the fiscal year ended
December 31, 2001. These financial statements are contained in the updated
Offer to Exchange/Prospectus dated June 25, 2002, which is filed as Exhibit
(a)(4) hereto. Accordingly, by means of mailing to rStar stockholders the
updated Offer to Exchange/Prospectus dated June 25, 2002, and all related
documents, including the Letter of Transmittal, which is filed as Exhibit
(a)(1)(A) hereto, rStar and Gilat have resumed the Exchange Offer and have
extended the expiration date for the Exchange Offer to 12:00 Midnight, New York
City time, Thursday, July 25, 2002. rStar stockholders are advised that the
Offer to Exchange/Prospectus dated June 25, 2002 contains updated information
concerning rStar and Gilat and should be referred to instead of the Offer to
Exchange/Prospectus dated March 28, 2002.
The sole purpose of this Amendment No. 4 is to change the exhibit index to
reflect the filing of: (i) the Offer to Exchange/Prospectus dated June 25,
2002 and related documents, including the Letter of Transmittal; (ii) Gilat's
Report on Form 6-K for the month of May 2002, concerning, among other things,
Gilat's press release announcing the results of operations for the first quarter
ended March 31, 2002; and (iii) the joint press release issued by rStar and
Gilat regarding the resumption of the Exchange Offer.
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ITEM 12. EXHIBITS
(a)(1)(A) Form of Letter of Transmittal (incorporated by
reference to Exhibit 99.1 to the Gilat Form F-4
(Post-Effective Amendment No. 1)(333-71422) filed on
June 25, 2002).
(a)(1)(B) Form of Notice of Guaranteed Delivery (incorporated by
reference to Exhibit 99.2 to the Gilat Form F-4
(Post-Effective Amendment No. 1)(333-71422) filed on
June 25, 2002).
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (incorporated by
reference to Exhibit 99.3 to the Gilat Form F-4
(Post-Effective Amendment No. 1)(333-71422) filed on
June 25, 2002).
(a)(1)(D) Form of 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 (Post-Effective Amendment No. 1)
(333-71422) filed on June 25, 2002).
(a)(1)(E) Form of 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 (Post-Effective Amendment No.1)(333-71422)
filed on June 25, 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)(1)(K) Joint Press Release issued by Gilat and rStar on
June 25, 2002.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Offer to Exchange/Prospectus (incorporated by reference
to the Gilat Form F-4 (Post-Effective Amendment No. 1)
(333-71422) filed on June 25, 2002).
(a)(5) Report of Gilat on Form 6-K for the month of May 2002
filed on May 20, 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.
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* Previously filed.
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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: June 25, 2002 By: /s/ Lance Mortensen
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Name: Lance Mortensen
Title: Chief Executive Officer
GILAT SATELLITE NETWORKS LTD.
Date: June 25, 2002 By: /s/ Yoav Leibovitch
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Name: Yoav Leibovitch
Title: Vice President, Finance
and Administration and
Chief Financial Officer
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INDEX OF EXHIBITS
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Exhibit No. Description
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(a)(1)(A) Form of Letter of Transmittal (incorporated by
reference to Exhibit 99.1 to the Gilat Form F-4
(Post-Effective Amendment No. 1)(333-71422) filed on
June 25, 2002).
(a)(1)(B) Form of Notice of Guaranteed Delivery (incorporated by
reference to Exhibit 99.2 to the Gilat Form F-4
(Post-Effective Amendment No. 1)(333-71422) filed on
June 25, 2002).
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (incorporated by
reference to Exhibit 99.3 to the Gilat Form F-4
(Post-Effective Amendment No. 1)(333-71422) filed on
June 25, 2002).
(a)(1)(D) Form of 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 (Post-Effective Amendment No. 1)(333-71422)
filed on June 25, 2002).
(a)(1)(E) Form of 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 (Post-Effective Amendment No. 1)(333-71422)
filed on June 25, 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)(1)(K) Joint Press Release issued by Gilat and rStar on
May 25, 2002.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Offer to Exchange/Prospectus (incorporated by reference
to the Gilat Form F-4 (Post-Effective Amendment No. 1)
(333-71422) filed on June 25, 2002).
(a)(5) Report of Gilat on Form 6-K for the month of May 2002
filed on May 20, 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.
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* Previously filed.
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