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1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VITRONICS CORPORATION (Name of Subject Company) DTI INTERMEDIATE, INC. DOVER TECHNOLOGIES INTERNATIONAL, INC. DOVER CORPORATION (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 928503 10 1 (CUSIP Number of Class of Securities) ROBERT A. LIVINGSTON VICE PRESIDENT DOVER TECHNOLOGIES INTERNATIONAL, INC. ONE MARINE MIDLAND PLAZA EAST TOWER, SIXTH FLOOR BINGHAMTON, NEW YORK 13901 (607) 773-2290 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of Bidder) COPY TO: ROBERT J. SMITH, ESQ. COUGHLIN & GERHART, LLP ONE MARINE MIDLAND PLAZA EAST TOWER, EIGHTH FLOOR BINGHAMTON, NEW YORK 13901 (607) 723-9511 2 TENDER OFFER This Statement ("Amendment No. 1") amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on September 9, 1997 ("Schedule 14D-1"), relating to the offer by DTI Intermediate, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Dover Technologies International, Inc., a Delaware corporation ("Dover Technologies"), an indirect wholly owned subsidiary of Dover Corporation, a Delaware corporation ("Dover"), to purchase all of the outstanding shares of Common Stock, par value $.01 per share (the "Common Stock"), of Vitronics Corporation, a Massachusetts corporation (the "Company") at $1.90 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 9, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase. Item 10. Additional Information. (b-c) "Section 14. Conditions of the Offer" incorporated herein by reference is amended on page 25-26 as follows: clause (ii) "the Minimum condition has not been satisfied prior to the Expiration Date" and clause (iii) "at any time on or after the date of the Merger Agreement and prior to the Expiration Date, any of the following events shall occur or shall be deemed by the Purchaser in its judgement reasonably exercised, to have occurred:" Item 11. Materials to be filed as Exhibits. Item 11 is hereby amended as follows: (a)(1) Offer to Purchase dated September 9, 1997 -- Amended Section 14. Conditions of the Offer. 3 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: October 6, 1997 DTI INTERMEDIATE, INC. \s\ John E. Pomeroy By: _________________________________________ John E. Pomeroy, President SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. Date: October 6, 1997 DOVER TECHNOLOGIES INTERNATIONAL, INC. \s\ John E. Pomeroy By: _________________________________________ John E. Pomeroy, President SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. Date: October 6, 1997 DOVER CORPORATION \s\ John E. Pomeroy By: _________________________________________ John E. Pomeroy, Vice President 4 INDEX TO EXHIBITS EXHIBIT EXHIBIT NUMBER (a)(1) Offer to Purchase dated September 9, 1997 -- Amended Section 14. Conditions of the Offer
1 EXHIBIT (a)(1) OFFER TO PURCHASE Section 14. Conditions of the Offer amended as follows: "(ii) the Minimum Condition has not been satisfied prior to the Expiration Date, or (iii) at any time on or after the date of the Merger Agreement and prior to the Expiration Date, any of the following events shall occur or shall be determined by the Purchaser, in its judgement reasonably exercised, to have occurred:"