SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 2 to

SCHEDULE TO

(Rule 13e-4)

 

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

SOLAZYME, INC.

(Name Of Subject Company (Issuer) and Filing Person (Offeror))

 

 

OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE,

WITH AN EXERCISE PRICE EQUAL TO OR GREATER THAN $6.79 PER SHARE

(Title of Class of Securities)

 

 

83415T101

(CUSIP Number of Class of Securities (Underlying Common Stock))

 

 

Paul T. Quinlan

General Counsel

Solazyme, Inc.

225 Gateway Boulevard

South San Francisco, CA 94080

Tel: (650) 780-4777

Fax: (650) 989-6700

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

With copies to:

Alan F. Denenberg, Esq.

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, CA 94025

Tel: (650) 752-2000

Fax: (650) 752-2111

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing fee**
$65,795,418.48		$7,645.43

 

*

Calculated solely for purposes of determining the filing fee. The calculation of the Transaction Valuation assumes that all outstanding options to purchase shares of Solazyme, Inc. common stock that may be eligible for exchange in the offer will be exchanged pursuant to the offer. These options cover an aggregate of 6,365,040 shares of Solazyme, Inc. common stock having a weighted average exercise price of $10.337.

**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $116.20 per million dollars of the value of the transaction.

 

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: $7,645.43		Filing Party: Solazyme, Inc.
Form or Registration No.: 005-86676		Date Filed: January 21, 2015

 

¨	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:

 

¨

third-party tender offer subject to Rule 14d-1.

 

x

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:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

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This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 21, 2015, as amended and supplemented by Amendment No. 1 filed with the Securities and Exchange Commission on February 3, 2015 (as amended, the “Schedule TO”), relating to an offer by Solazyme, Inc. (the “Company”) to its employees to exchange certain outstanding options to purchase shares of the Company’s common stock for new stock options that will be granted under the Company’s 2011 Equity Incentive Plan.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 2 amends and supplements only the items and exhibits to the Schedule TO that are being amended and supplemented, and unaffected items and exhibits are not included herein. This Amendment No. 2 is the final amendment to the Schedule TO and reports the results of the tender offer.

This Amendment No. 2 is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Exchange Act.

 

ITEM 4.

TERMS OF THE TRANSACTION.

 

(a)

Material Terms.

Item 4 of the Schedule TO is hereby amended and supplemented to add the following information:

The exchange offer expired at 9:00 p.m., Pacific Time, on February 18, 2015. Pursuant to the exchange offer, eligible option holders tendered, and Solazyme accepted for cancellation, eligible options to purchase an aggregate of 5,490,455 shares of Solazyme common stock from 180 participants, representing approximately 86% of the total shares of common stock underlying options eligible for exchange in the exchange offer. On February 19, 2015, Solazyme granted new options to eligible option holders to purchase 2,745,279 shares of common stock in exchange for the cancellation of the tendered options. The exercise price per share of the new options granted in the exchange offer was $2.58, the closing price of Solazyme’s common stock as reported by The Nasdaq Global Select Market on February 19, 2015.

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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.

 

Dated: February 20, 2015