- Amended tender offer statement by Issuer (SC TO-I/A)
May 05 2009 - 4:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
(Amendment No. 2)
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*
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|
Amount
of Filing Fee**
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$314,323
|
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$17.54
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* 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.
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Form or
Registration No.: Schedule TO-I, File No. 5-81777
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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:
x
INTRODUCTORY
STATEMENT
This Amendment No. 2 to the Tender Offer Statement on
Schedule TO (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission
on April 2, 2009, as amended by Amendment No. 1 dated April 8,
2009 (the Schedule TO), relating 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
(the Offer).
This Amendment No. 2 reports the results of the Offer and is filed
in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated
under the Securities Exchange Act of 1934, as amended. Except as amended and supplemented hereby,
all terms of the Offer and all disclosures set forth in the Schedule TO and the
amendments and exhibits thereto remain unchanged.
Item 4.
Terms of the Transaction.
Item 4 of the
Schedule TO is hereby amended and supplemented by adding the following text thereto:
The Offer expired
at 11:59 p.m., Mountain Time, on April 30, 2009. Pursuant to
the Offer, Eligible Employees validly tendered for purchase 2,315,951 Eligible
Options, and the Company accepted for purchase all such Eligible Options.
Of the Eligible Options accepted for purchase, 817,700 were issued under the
2007 Plan and will be available for future issuance under such plan. The
Company will promptly pay an aggregate of $120,611 to the Eligible Employees
participating in the Offer.
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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Date:
May 5, 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
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