Integrated Silicon Solution Inc (Other) (SC TO-I/A)
September 25 2007 - 4:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE TO
TENDER OFFER
STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Integrated Silicon Solution, Inc.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
45812P107
(CUSIP Number of Class of Securities)
(Underlying Ordinary Shares)
Scott D. Howarth
Vice President and Chief Financial Officer
1940 Zanker Road
San Jose, CA 95112
(408) 969-6600
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
J. Robert
Suffoletta, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
8911 Capital of Texas Highway
Westech 360, Suite 3350
Austin,
Texas 78759
Tel: (512) 338-5400
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$ 30,000,000
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$ 921.00
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*
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Calculated and estimated solely for purposes of determining the filing fee. This calculation assumes the purchase of at total of 5,263,157 shares of outstanding common stock of
Integrated Silicon Solution, Inc., par value $0.0001 per share, at the minimum tender offer price of $6.30 per share.
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**
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The amount of the filing fee equals $30.70 per million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended.
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x
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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.
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Amount Previously Paid: $921.00
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Filing Party: Integrated Silicon Solution, Inc.
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Form or Registration No.: Schedule TO (No. 005-55171)
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Date Filed: August 15, 2007
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the
following box if the filing fee is a final amendment reporting the results of the tender offer:
x
SCHEDULE TO
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO (the Initial Schedule TO) filed by Integrated Silicon Solution, Inc., a Delaware
corporation (ISSI or the Company), with the Securities and Exchange Commission (the Commission) on August 15, 2007, as amended and supplemented by Amendment No. 1 filed with the Commission on
September 17, 2007 (Amendment No. 1) and this Amendment (collectively with the Initial Schedule TO and Amendment No. 1 referred to herein as the Schedule TO), relating to ISSIs offer to purchase for cash
up to $30 million in shares of its common stock, par value $0.0001 per share (Common Stock), or such lesser number of shares of Common Stock as is properly tendered and not properly withdrawn, at a price not greater than $6.30 nor less
than $5.70 per share, net to the seller in cash, without interest, pursuant to the terms and subject to the conditions set forth in the Offer to Purchase dated August 15, 2007, which is filed as Exhibit (a)(1)(A) to the Initial Schedule TO and
incorporated herein by reference, and in the related Letter of Transmittal, which is filed as Exhibit (a)(1)(B) to the Initial Schedule TO and incorporated herein by reference, which, as amended or supplemented from time to time, together constitute
the offer (the Offer). This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Exchange Act to report the final results of the Offer.
The information in the Offer, including all schedules and annexes thereto, which were previously filed with or incorporated by reference in the Initial
Schedule TO, is hereby expressly incorporated herein by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11.
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Additional Information.
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(b) Other material
information.
Item 11 of the Schedule TO is hereby amended by adding the following sentences:
On September 25, 2007, the Company issued a press release announcing the final results of the tender offer, which expired at 5:00 p.m., New York
City time, on September 14, 2007. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.
Item 12 of the Schedule TO is
hereby amended and supplemented by adding the following:
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Exhibit
Number
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Description
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(a)(5)(C)
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Press Release, dated September 25, 2007 (announcing final results of tender offer).
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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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INTEGRATED SILICON SOLUTION, INC.
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/s/ SCOTT D. HOWARTH
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Scott D. Howarth
Vice-President and Chief Financial Officer
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Date: September 25, 2007
INDEX TO EXHIBITS
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Exhibit
Number
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Description
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(a)(1)(A)*
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Offer to Purchase dated August 15, 2007.
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(a)(1)(B)*
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Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).
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(a)(1)(C)*
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Notice of Guaranteed Delivery.
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(a)(1)(D)*
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Letter to Stockholders, dated August 15, 2007.
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(a)(1)(E)*
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Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
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(a)(1)(F)*
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Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
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(a)(5)(A)*
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Form of Summary Advertisement.
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(a)(5)(B)*
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Press Release, dated September 17, 2007 (announcing preliminary results of tender offer).
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(a)(5)(C)
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Press Release, dated September 25, 2007 (announcing final results of tender offer).
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(b)
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Not applicable.
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(d)(1)*
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Integrated Silicon Solution, Inc. 2007 Incentive Compensation Plan and forms of grant agreements (each incorporated by reference to Exhibits 10.1, 10.2, 10.3, and 10.4 to ISSIs current
report on Form 8-K filed August 14, 2007.)
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(d)(2)*
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Integrated Silicon Solution, Inc. 1989 Stock Plan, as amended (incorporated by reference to Exhibit 4.1 to ISSIs Registration Statement on Form S-8 filed April 22, 1998 (SEC File No.
333-50679)), and form of stock option agreement.
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(d)(3)*
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Integrated Silicon Solution, Inc. 1993 Employee Stock Purchase Plan, as amended, and form of subscription agreement (each incorporated by reference to Exhibit 10.1 to ISSIs Quarterly
Report on Form 10-Q for the period ended December 31, 2005).
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(d)(4)*
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Integrated Silicon Solution, Inc. 1995 Director Stock Option Plan, as amended (incorporated by reference to Exhibit 10.2 to ISSIs Current Report on Form 8-K filed September 12,
2006).
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(d)(5)*
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Integrated Silicon Solution, Inc. 1998 Stock Plan, as amended, and form of stock option agreement (each incorporated by reference to Exhibit 4.2 to ISSIs Registration Statement on Form S-8
filed March 9, 2001 (SEC File No. 333-56800)).
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(d)(6)*
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Integrated Silicon Solution, Inc. Nonstatutory Stock Plan, as amended, and form of stock option agreement (each incorporated by reference to Exhibit 4.1 to ISSIs Registration Statement on
Form S-8 filed November 21, 2002 (SEC File No. 333-101378)).
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(d)(7)*
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Stand-Alone Stock Option Agreement dated February 21, 2006 (incorporated by reference to Exhibit 10.1 to ISSIs Current Report on Form 8-K filed February 23, 2006).
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(d)(8)*
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Letter Agreement dated August 28, 2006 among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, SACC Partners, LP, Bryant R. Riley, R. Riley & Co. Retirement Trust and B.
Riley & Co., Inc. (incorporated by reference to Exhibit 10.1 to ISSIs Current Report on Form 8-K filed August 30, 2006).
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(d)(9)*
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Letter Agreement dated as of December 5, 2006, among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, SACC Partners, LP, Bryant R. Riley, B. Riley & Co. Retirement Trust
and B. Riley & Co., Inc. (incorporated by reference to Exhibit 10.1 to ISSIs Current Report on Form 8-K filed December 7, 2006).
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(d)(10)*
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Standstill Agreement dated as of September 7, 2006 among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, SACC Partners, LP, Bryant R. Riley, B. Riley & Co. Retirement
Trust and B. Riley & Co., Inc. (incorporated by reference to Exhibit 10.1 to ISSIs Current Report on Form 8-K filed September 12, 2006).
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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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