Amended Statement of Ownership: Solicitation (sc 14d9/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

(Amendment No. 1)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

THE SPECTRANETICS CORPORATION

(Name of Subject Company)

THE SPECTRANETICS CORPORATION

(Name of Person Filing Statement)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

84760C107

(CUSIP Number of Class of Securities)

Paul Gardon

Senior Vice President - General Counsel

The Spectranetics Corporation
9965 Federal Drive
Colorado Springs, CO 80921
(719) 447-2000

(Name, address and telephone numbers of person authorized to

receive notices and communications on behalf of the persons filing statement)

With a copy to:

Minh Van Ngo, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 8th Avenue

New York, New York 10019

(212) 474-1000

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 to Schedule 14D-9 (this “Amendment” ) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the “SEC” ) on July 12, 2017 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “Schedule 14D-9” ) by The Spectranetics Corporation, a Delaware corporation ( “Spectranetics” or the “Company” ). The Schedule 14D-9 relates to the cash tender offer by HealthTech Merger Sub, Inc., a Delaware corporation ( “Purchaser” ), and a wholly owned subsidiary of Philips Holding USA Inc., a Delaware corporation ( “Parent” ), disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “Schedule TO” ), filed by Purchaser and Parent and Koninklijke Philips N.V., a corporation organized under the laws of the Netherlands, with the SEC on July 12, 2017, pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, par value $0.001 per share, of Spectranetics (the “Shares” ) at a purchase price of $38.50 per Share, net to the seller in cash, without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 12, 2017, and in the related Letter of Transmittal, copies of which were incorporated by reference in the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 under the heading “Regulatory Approvals—U.S. Antitrust” is hereby amended and supplemented by adding the following paragraph at the end of such section:

“The mandatory waiting period under the HSR Act expired as of 11:59 p.m., New York City time, on July 24, 2017.”

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing the paragraph immediately below the heading “Litigation” with the following paragraph:

“On July 21, 2017, Andres Aviles, an alleged stockholder of Spectranetics, filed a purported class action lawsuit against Spectranetics and its directors in the United States District Court for the District of Colorado, captioned Aviles v. Spectranetics Corp., et al. , Case No. 1:17-cv-01767. The complaint alleges that Spectranetics and its directors violated federal securities laws by failing to disclose material information in the Schedule 14D-9. The complaint seeks, among other things, (1) injunctive relief preventing the consummation of the Offer and the Merger; (2) rescissory damages or rescission in the event the Offer and the Merger are consummated; (3) damages; and (4) an award of plaintiffs’ expenses and attorneys’ fees.

On July 21, 2017, Paul Parshall, an alleged stockholder of Spectranetics, filed a purported class action lawsuit against Spectranetics, its directors, Parent and Purchaser in the United States District Court for the District of Colorado, captioned Parshall v. Spectranetics Corp., et al. , Case No. 1:17-cv-01776. The complaint alleges that Spectranetics, its directors and the other defendants acting in their capacity as controlling persons violated federal securities laws by failing to disclose material information in the Schedule 14D-9. The complaint seeks, among other things, (1) injunctive relief preventing the consummation of the Offer and the Merger; (2) rescissory damages or rescission in the event the Offer and the Merger are consummated; and (3) an award of plaintiffs’ expenses and attorneys’ fees.

On July 24, 2017, plaintiff Aviles filed a motion for expedited proceedings and a preliminary injunction.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.