- Amended tender offer statement by Issuer (SC TO-I/A)
April 09 2009 - 6:01AM
Edgar (US Regulatory)
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
CROCS,
INC.
(Name of Subject
Company (Issuer) and Filing Person (Offeror))
Options
To Purchase Common Stock, Par Value $0.001 Per Share
(Title of Class of
Securities)
227046109
(CUSIP Number of
Common Stock Underlying Class of Securities)
Erik Rebich, Esq.
General Counsel and Secretary
Crocs, Inc.
6328 Monarch Park Place
Niwot, Colorado 80503
(303) 848-7000
(Name, Address and
Telephone Numbers of Person
Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Nathaniel G. Ford, Esq.
Jason Day, Esq.
Faegre & Benson LLP
3200 Wells Fargo Center
1700 Lincoln Street
Denver, Colorado 80203
(303) 607-3500
CALCULATION OF FILING FEE
Transaction Valuation*
|
|
Amount of Filing Fee**
|
$314,323
|
|
$17.54
|
* Calculated
solely for purposes of determining the filing fee. The calculation of the transaction valuation
assumes that all options to purchase 5,081,823 shares of common stock that are
eligible to participate in this offer will be purchased by the issuer. These options have an aggregate value of
$314,323 calculated based on a Black-Scholes option pricing model. The actual
transaction value will be based on the number of options tendered, if any,
which may result in a lower aggregate amount.
**The amount of
the filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for fiscal
year 2009, equals $55.80 per million dollars of the transaction value.
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: $17.54
|
|
Filing Party:
Crocs, Inc.
|
Form or
Registration No.: Schedule TO-I, File No. 5-81777
|
|
Date Filed:
April 2, 2009
|
o
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:
o
third-party tender offer subject to Rule 14d-1.
x
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
o
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:
o
INTRODUCTORY
STATEMENT
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this
Amendment), filed with the Securities and Exchange Commission (the SEC) on April
8, 2009, amends and supplements the Tender Offer Statement on Schedule TO filed
with the SEC on April 2, 2009 (the Schedule TO), and relates to an offer by
Crocs, Inc. to purchase for cash certain outstanding stock options granted
under Crocs, Inc.s 2005 Equity Incentive Plan and Crocs, Inc.s 2007 Equity
Incentive Plan, as set forth in the Offer to Purchase dated April 2, 2009 (the Offer
to Purchase), and upon the terms and subject to the conditions set forth in
the Offer to Purchase.
This Amendment is made to amend the Offer to Purchase and to add a Form
Email to Eligible Employees Regarding Informational Meetings as Exhibit 99.(a)(19). Other than as amended or supplemented by this
Amendment, all other terms of the Schedule TO remain the same.
Item 12. Exhibits.
Exhibit
Number
|
|
Description
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(a)(1)
|
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Offer to
Purchase for Cash Outstanding Employee Stock Options with an Exercise Price
Equal to or Greater than $10.50, dated April 2, 2009, as amended on April 8,
2009.*
|
(a)(2)
|
|
Form Email to
Eligible Employees Announcing the Tender Offer.**
|
(a)(3)
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|
Form Email to
Eligible Employees Distributing Personalized Statements.**
|
(a)(4)
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|
Form Cover
Letter to Eligible Employees Distributing Personalized Statements.**
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(a)(5)
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|
Form of Election
Form.**
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(a)(6)
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|
Form of
Withdrawal Notice.**
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(a)(7)
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|
Form of Personal
Statement.**
|
(a)(8)
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|
Form of Cash
Payment Statement.**
|
(a)(9)
|
|
Form of Reminder
Email to Eligible Employees.**
|
(a)(10)
|
|
Press Release
dated April 2, 2009.**
|
(a)(11)
|
|
Employee Meeting
Presentation.**
|
(a)(12)
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|
Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed with the
Securities and Exchange Commission on March 17, 2009 (incorporated herein by
reference).
|
(a)(13)
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Definitive Proxy
Statement on Schedule 14A for our 2008 Annual Meeting of Shareholders, filed
with the Securities and Exchange Commission on April 29, 2008, as amended on
May 6, 2008 (incorporated herein by reference).
|
(a)(14)
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|
Current Report
on Form 8-K filed with the Securities and Exchange Commission on February 13,
2009 (incorporated herein by reference).
|
(a)(15)
|
|
Current Report
on Form 8-K filed with the Securities and Exchange Commission on February 17,
2009 (incorporated herein by reference).
|
(a)(16)
|
|
Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 2,
2009 (incorporated herein by reference).
|
(a)(17)
|
|
Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 20,
2009 (incorporated herein by reference).
|
(a)(18)
|
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Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 31,
2009 (incorporated herein by reference).
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(a)(19)
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Form Email to
Eligible Employees Regarding Informational Meetings.*
|
(b)
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Not applicable.
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(d)(1)
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Crocs, Inc. 2005
Equity Incentive Plan (Incorporated herein by reference to Exhibit 10.2 to
Crocs, Inc.s Registration Statement on Form S-1, filed on August 15, 2005
(File No. 333-127526)).
|
(d)(2)
|
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Crocs, Inc. 2007
Equity Incentive Plan (Incorporated herein by reference to Exhibit 10.2 to
Crocs, Inc.s Current Report on Form 8-K, filed on July 12, 2007 (File No. 000-51754)).
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(g)
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Not applicable.
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(h)
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Not applicable.
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* Filed herewith.
** Exhibit previously
filed with the Schedule TO on April 2, 2009.
2
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.
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CROCS, INC.
|
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|
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Date:
April 8, 2009
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By:
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/s/ Russell C.
Hammer
|
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Russell C.
Hammer
|
|
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Chief
Financial Officer, Senior Vice
|
|
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President
- Finance and Treasurer
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3
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
(a)(1)
|
|
Offer to
Purchase for Cash Outstanding Employee Stock Options with an Exercise Price
Equal to or Greater than $10.50, dated April 2, 2009, as amended on
April 8, 2009.*
|
(a)(2)
|
|
Form Email
to Eligible Employees Announcing the Tender Offer.**
|
(a)(3)
|
|
Form Email
to Eligible Employees Distributing Personalized Statements.**
|
(a)(4)
|
|
Form Cover
Letter to Eligible Employees Distributing Personalized Statements.**
|
(a)(5)
|
|
Form of
Election Form.**
|
(a)(6)
|
|
Form of
Withdrawal Notice.**
|
(a)(7)
|
|
Form of
Personal Statement.**
|
(a)(8)
|
|
Form of
Cash Payment Statement.**
|
(a)(9)
|
|
Form of Reminder
Email to Eligible Employees.**
|
(a)(10)
|
|
Press Release
dated April 2, 2009.**
|
(a)(11)
|
|
Employee Meeting
Presentation.**
|
(a)(12)
|
|
Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed with
the Securities and Exchange Commission on March 17, 2009 (incorporated
herein by reference).
|
(a)(13)
|
|
Definitive Proxy
Statement on Schedule 14A for our 2008 Annual Meeting of Shareholders, filed
with the Securities and Exchange Commission on April 29, 2008, as
amended on May 6, 2008 (incorporated herein by reference).
|
(a)(14)
|
|
Current Report
on Form 8-K filed with the Securities and Exchange Commission on
February 13, 2009 (incorporated herein by reference).
|
(a)(15)
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Current Report
on Form 8-K filed with the Securities and Exchange Commission on
February 17, 2009 (incorporated herein by reference).
|
(a)(16)
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|
Current Report
on Form 8-K filed with the Securities and Exchange Commission on
March 2, 2009 (incorporated herein by reference).
|
(a)(17)
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|
Current Report
on Form 8-K filed with the Securities and Exchange Commission on
March 20, 2009 (incorporated herein by reference).
|
(a)(18)
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|
Current Report
on Form 8-K filed with the Securities and Exchange Commission on
March 31, 2009 (incorporated herein by reference).
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(a)(19)
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Form Email
to Eligible Employees Regarding Informational Meetings.*
|
(b)
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Not applicable.
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(d)(1)
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Crocs, Inc.
2005 Equity Incentive Plan (Incorporated herein by reference to
Exhibit 10.2 to Crocs, Inc.s Registration Statement on
Form S-1, filed on August 15, 2005 (File No. 333-127526)).
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(d)(2)
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Crocs, Inc.
2007 Equity Incentive Plan (Incorporated herein by reference to
Exhibit 10.2 to Crocs, Inc.s Current Report on Form 8-K,
filed on July 12, 2007 (File No. 000-51754)).
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(g)
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Not applicable.
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(h)
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Not applicable.
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* Filed herewith.
** Exhibit previously
filed with the Schedule TO on April 2, 2009.
4
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