ISSI (MM)

 

 

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

Integrated Silicon Solution, Inc.

(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

45812P107

(CUSIP Number of Class of Securities)

(Underlying Ordinary Shares)

 

 

John M. Cobb

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

900 South Capital of Texas Highway

Las Cimas IV, Fifth Floor

Austin, TX 78746-5546

Tel: (512) 338-5400

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation		Amount of Filing Fee
Not applicable *		Not applicable *

*	Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communications.

 

¨	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:		Filing Party:
Form or Registration No.:		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:

 

¨

third-party tender offer subject to Rule 14d-1.

 

x

issuer tender offer subject to Rule 13e-4.

 

¨

going-private transaction subject to Rule 13e-3.

 

¨

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing fee is a final amendment reporting the results of the tender offer: ¨

 

 

 

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This Tender Offer Statement on Schedule TO is being filed by Integrated Silicon Solution, Inc. (“ISSI” or “Company”) pursuant to General Instruction D to Schedule TO.

Explanatory Note

On December 11, 2008, the Board of Directors of ISSI authorized, subject to stockholder approval, a voluntary Option Exchange Program that will permit its eligible employees to exchange certain outstanding options under certain ISSI stock option plans for a lesser number of stock options (the “Option Exchange Program”).

On December 22, 2008, the Company filed with the Securities and Exchange Commission a preliminary proxy statement relating to its 2009 Annual Meeting of the stockholders to be held on February 6, 2009 in order to approve the Option Exchange Program, among other matters. A copy of this preliminary proxy statement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Additional Information and Where to Find It

ISSI has not commenced the Option Exchange Program referred to in the exhibit hereto. If the Option Exchange Program is approved by its stockholders, ISSI will provide eligible employees with written materials explaining the full terms and conditions of the program, and will also file these materials with the Securities and Exchange Commission. WHEN THESE MATERIALS BECOME AVAILABLE, EMPLOYEES ELIGIBLE FOR THE OPTION EXCHANGE PROGRAM SHOULD READ THEM CAREFULLY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED OPTION EXCHANGE PROGRAM.

After the materials are filed with the Securities and Exchange Commission, they will be available free of charge at www.sec.gov and on ISSI’s website at www.issi.com.

Item 12. Exhibits

 

Exhibit Number		Description
99.1		Preliminary Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on December 22, 2008.