- Written communication relating to an issuer or third party (SC TO-C)
December 22 2008 - 5:23PM
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
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
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Transaction
Valuation
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Amount of Filing Fee
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Not applicable *
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Not applicable *
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*
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Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communications.
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¨
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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:
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Filing Party:
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Form or Registration No.:
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Date Filed:
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x
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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:
¨
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 ISSIs website at www.issi.com.
Item 12. Exhibits
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Exhibit Number
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Description
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99.1
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Preliminary Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on December 22, 2008.
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