SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL
IMAGING SYSTEMS, INC.
(Name
of
Subject Company)
RG
Acquisition I Corp.
(Offeror)
XEROX
CORPORATION
(Parent
of Offeror)
(Name
of
Filing Persons -- Offerors)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
37934A
10 0
(CUSIP
Number of Class of Securities)
Samuel
K. Lee
Assistant
Secretary, Associate General Counsel
Xerox
Corporation800
Long
Ridge Road
P.O.
Box
1600
Stamford,
Connecticut
06904
(203)
968-3000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications on Behalf of Filing Person)
Copies
to:
Scott
A. Barshay, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 10019
(212)
474-1000
CALCULATION
OF FILING FEE
|
Transaction
Valuation
|
Amount
of Filing Fee
|
|
|
Not Applicable |
Not Applicable |
|
¨
|
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 number, or the Form
or
Schedule and the date of its
filing.
|
|
ý
|
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:
|
ý
|
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: ¨
| To | From |
|
The
People of Global Imaging Systems
|
Anne
Mulcahy
Chairman
and CEO, Xerox Corporation
203-968-3553
Anne.Mulcahy@Xerox.com
Jim
Firestone
President,
Xerox North America
203-968-3152
James.Firestone@Xerox.com
|
|
Subject
|
Date
|
|
Welcome
|
April
2, 2007
|
Let
us be
among the first to welcome you to Xerox!
We
are
thrilled with Global Imaging System’s decision to join Xerox. Together,
we're strengthening our value proposition to our customers -- combining Global’s
strong knowledge of the SMB market, deep customer relationships, commitment
to
great customer service, and extensive distribution capacity with Xerox’s
industry-leading product portfolio that caters to the needs of businesses
small
to large.
Global
is
no stranger to Xerox. As we’ve focused more intently on SMB customers with
more products and expanding our own distribution channels, we’ve watched your
success from the sidelines. Our discussions with Tom Johnson and his team
started as an opportunity for Global to distribute Xerox products. After
getting
to know your business better and talking more with Global’s leadership team, it
became clear to both companies that our partnership could be even stronger.
Those discussions brought us to the agreement we announced today.
Global's
success stems from one place: you. The people of Global
have built a business with an entrepreneurial spirit and a powerful
connection to the local communities you serve. Your results are impressive.
Today's news celebrates what you've already created and signals the beginning
of
what Xerox and Global can do together.
We
expect
our transaction will be complete in May. At that time, Global will join Xerox
as
a wholly owned subsidiary, reporting into Xerox North America. We fully intend
for you to maintain the strong attributes of your culture – a solid
commitment to the local businesses you serve and a sense of independence
on how
best to meet the needs of your customers. We want each core company to keep
its
local name and continue doing what you do so well – along
with the
added benefit of Xerox technology to offer to your customers.
As
you'll
hear from Xerox leaders around the world, our company operates on the basis
of six core values that were developed by our founder in the early 1960s
and
have been nurtured over the years. From what we know of Global and the
culture you have created, we believe you will find our values consistent
and
reassuring.
| 1. |
We succeed
because we have a passion about creating value for our customers.
|
| 2. |
We
value our employees - - all of our employees. Diversity is hugely
important to us. So is treating people with dignity and
respect.
|
| 3. |
We
strive to deliver quality and excellence in all we do. We know our
customers keep raising the bar and that we have to keep getting better.
We
think of it as a race without a finish line.
|
| 4. |
We
strive to give our shareholders a healthy return on the trust they
place
in us.
|
| 5. |
We
value technology. Our future success depends on it.
|
| 6. |
We
behave responsibly as a good corporate citizen. We’re a leader in
protecting the environment … in corporate philanthropy … in community
involvement. We believe very strongly that we have an obligation
to give
back.
|
You’ll
find that these six values permeate everything we do. Lots of companies
have statements of values. At Xerox, we try very hard to live them. We hope
you
will too.
This
is
an exciting time for Global and Xerox. The future brings incredible
opportunities for our partnership to thrive.
We’re
quite bullish on Global’s continued growth track. Our confidence is based on
you –
and your commitment to serving your communities and your customers. We know
that
together we can move our businesses to the next level, building even greater
value and growth for the benefit of all our stakeholders.
On
behalf
of Team Xerox, welcome to our company. We are privileged to be part of Global’s
ongoing success story.
Additional
Information
The
tender offer has not yet commenced, and any description contained herein
is not
an offer to purchase or a solicitation of an offer to sell securities. At
the
time the tender offer is commenced, Xerox Corporation will file a tender
offer
statement with the U.S. Securities and Exchange Commission (the “SEC”).
Investors and Global Imaging Systems Inc. security holders are strongly advised
to read the tender offer statement (including an offer to purchase, letter
of
transmittal and related tender offer documents) and the related
solicitation/recommendation statement that will be filed by Global Imaging
Systems Inc. with the SEC, because they will contain important information.
These documents will be available at no charge on the SEC’s Web site at
www.sec.gov.