UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
Professional Diversity Network, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
74312Y202
(
CUSIP
Number of Class of Securities
)
David Mecklenburger
Chief Financial Officer
801 W. Adams Street, Suite 600
Chicago, Illinois 60607
(312) 614-0950
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the filing persons)
with a copy to:
Kara L. MacCullough, Esq.
Laurie Green, Esq.
Greenberg Traurig, P.A.
401 East Las Olas Boulevard Suite 2000
Fort Lauderdale, FL 33301
(954) 765-0500
CALCULATION OF FILING FEE
Transaction Valuation*
|
Amount of Filing Fee**
|
$3,000,000
|
$302.10
|
*
|
Estimated for purposes of calculating the filing fee only. The amount assumes the purchase of 312,500 shares of the outstanding common stock, par value $0.01 per share, of Professional Diversity Network, Inc. at a price of $9.60 per share in cash.
The number of shares and price per share described in this offer to purchase reflect the effect of a 1-for-8 reverse stock split, which became effective on September 27, 2016.
|
**
|
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $100.70 per million dollars of the value of the transaction.
|
☒
|
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: $302.10
Form or Registration No.: 5-87999
|
Filing Party: Professional Diversity Network, Inc.
Date Filed: September 28, 2016
|
☐
|
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.
|
|
☒
|
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)
|
This Amendment No. 1 (the “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (as it may be further amended or supplemented from time to time, the “Schedule TO”) initially filed by Professional Diversity Network, Inc., a Delaware corporation (the “Company”), on September 28, 2016, pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to purchase for cash up to 312,500 shares of its common stock, par value $0.01 per share (the “Shares”), at a price of $9.60 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated September 28, 2016 (the “Offer to Purchase”), a copy of which is filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal, a copy of which is filed as Exhibit (a)(1)(B) to the Schedule TO, which together, as they may be amended or supplemented from time to time, constitute the tender offer.
All information in the Offer to Purchase, including all attachments thereto, which was previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided for herein. Capitalized terms used and not otherwise defined in this Amendment No. 1 shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.