Formfactor Inc - Written communication relating to an issuer or third party (SC TO-C)
September 03 2008 - 5:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
*
FORMFACTOR,
INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.001 Par Value Per
Share
(Title of Class of Securities)
346375108**
(CUSIP Number of Class of Securities)
Stuart L. Merkadeau, Esq.
Senior Vice President, General Counsel and Secretary
FormFactor, Inc.
7005 Southfront Road
Livermore, California 94551
(925) 290-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications On Behalf of Filing Person)
Copy to:
William M. Kelly, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California
(650) 752-2000
CALCULATION OF FILING FEE
Transaction Valuation*
|
|
Amount of Filing Fee
|
Not applicable
|
|
Not applicable
|
*
|
No
filing fee is required because this filing contains only preliminary
communications made before the commencement of a tender offer.
|
**
|
Refers
to common stock underlying the options.
|
o
|
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:
Form or
Registration No.:
Filing
Party:
Date
Filed:
x
|
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
Attached
are (i) FormFactor, Inc.s (the Company) Notice of Special Meeting
of Stockholders and Preliminary Proxy Statement for its Special Meeting of
Stockholders to be held on October 8, 2008 (the Proxy Statement), which
contains a proposal submitted to the Companys stockholders to approve a
voluntary one-time only stock option exchange program (the Option Exchange
Program); and (ii) a communication sent by our Chief Executive Officer to
our employees on September 3, 2008 regarding the submission of the
proposed Option Exchange Program for approval by the Companys stockholders
(Employee Communication).
The tender offer described in the Proxy Statement and the
Employee Communication has not yet commenced. At the time the Option Exchange
Program has commenced, the Company will provide option holders who are eligible
to participate in the exchange with written materials explaining the precise
terms and timing of the Option Exchange Program. Persons who are eligible to
participate in the Option Exchange Program should read these written materials
carefully when they become available because they will contain important
information about the Option Exchange Program. The Company will also file these
written materials with the Securities and Exchange Commission as part of a
tender offer statement upon the commencement of the Option Exchange Program.
The Companys stockholders and option holders will be able to obtain these
written materials and other documents filed by the Company with the Securities
and Exchange Commission free of charge from the Securities and Exchange
Commissions website at www.sec.gov.
ITEM 12.EXHIBITS.
Exhibit
Number
|
|
Description
|
99.1
|
|
Preliminary
Proxy Statement for Special Stockholders Meeting (filed with the Securities
and Exchange Commission on September 3, 2008 and incorporated herein by
reference).
|
|
|
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99.2
|
|
Communication
to employees, dated September 3, 2008, from Mario Ruscev.
|
2
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