ISSI (MM)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

To

SCHEDULE TO

(Rule 13e-4)

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 Filing Person (Offeror))

 

 

Options to Purchase Common Stock, $0.0001 par value

(Title of Class of Securities)

 

 

45812P107

(CUSIP Number of Class of Securities Underlying Options to Purchase Common Stock)

 

 

Scott D. Howarth

President and Chief Executive Officer

1940 Zanker Road

San Jose, CA 95112

(408) 969-6600

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing person)

 

 

Copies to:

J. Robert Suffoletta, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

900 S. Capital of Texas Highway

Las Cimas, Fifth Floor

Austin, Texas 78746

Tel: (512) 338-5400

 

 

CALCULATION OF REGISTRATION FEE

 

Transaction Valuation*		Amount of Filing Fee
$739,465		$29.06

 

*

Estimated solely for the purposes of calculating the Amount of Filing Fee. The calculation of the Transaction Valuation assumes that all 2,805,898 options to purchase the Issuer’s common stock that are eligible for exchange as of February 20, 2009 will be exchanged for new options and cancelled pursuant to this offer. The filing fee is based on the aggregate exercise price of the new options to be issued in the exchange, which exercise price is assumed to be $1.55 per share, the fair market value of the Company’s common stock on February 20, 2009.

 

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: $29.06

Form or Registration No.: 5-55171

Filing party: Integrated Silicon Solution, Inc.

Date filed: March 2, 2009

 

¨	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 is a final amendment reporting the results of the tender offer:   ¨

 

 

 

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This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “ Schedule TO ”) filed by Integrated Silicon Solution, Inc., a Delaware corporation (“ ISSI ” or the “ Company ”), with the Securities and Exchange Commission on March 2, 2009 relating to the offer by the Company to Eligible Employees (as defined below) to exchange some or all of their outstanding Eligible Options (as defined below) for new options to be issued under the Company’s 2007 Incentive Compensation Plan (the “ 2007 Plan ”). Only those items which are being amended are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged.

An “ Eligible Employee ” refers to an employee of ISSI (which, for purposes of this Offer, includes all subsidiaries or affiliates of ISSI and employees on an approved leave of absence) as of the commencement of the Offer who remains employed through the date of exchange. The Company’s executive officers and the members of its Board of Directors are not Eligible Employees and may not participate in the Offer.

An “ Eligible Option ” refers to an option to purchase shares of the Company’s common stock at an exercise price greater than or equal to $6.00 per share under the Company’s 1998 Stock Plan, the Company’s Nonstatutory Stock Plan or the 2007 Plan, whether vested or unvested.

This Amendment No. 1 reflects amendments made to pages 10, 29, 33, 46, 48 and Schedule B of the Offer to Exchange attached to the Schedule TO as Exhibit (a)(1)(A), page 3 of the Election Form attached to the Schedule TO as Exhibit (a)(1)(D) and page 3 of the Withdrawal Form attached to the Schedule TO as Exhibit (a)(1)(E).

This Amendment No. 1 to the Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended.

Amendments to Offer to Exchange

The second paragraph of the section entitled “Risks of Participating in the Offer” on page 10 of the Offer to Exchange is amended to clarify that forward-looking statements made in connection with the offer are not subject to the safe harbor protections under the Private Securities Litigation Reform Act of 1995.

The section entitled “Determination of validity; rejection of options; waiver of defects; no obligation to give notice of defects” on page 29 of the Offer to Exchange is hereby amended to delete the second sentence and insert the following sentence: “Any such determination may be challenged by a holder of options in accordance with applicable law, and any final determination may only be made by a court of competent jurisdiction.”

The last paragraph of the section entitled “Conditions of the offer” on page 33 of the Offer to Exchange is hereby amended to delete the last two sentences of such paragraph and insert the following sentence: “Any determination we make concerning the events described in this Section 8 may be challenged by a holder of options in accordance with applicable law, and any final determination may only be made by a court of competent jurisdiction.”

The first full paragraph on page 46 of the Offer to Exchange under the section entitled “Extension of the offer; termination; amendment” is hereby amended to insert language in the last sentence to clarify that our right to delay acceptance of options elected to be exchanged is in connection with our right to extend the period of time during which the offer is open.

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The last sentence of the first full paragraph of the section entitled “Miscellaneous” on page 48 of the Offer to Exchange is hereby amended to read as follows: “If, after such good faith effort, we cannot comply with such law we will not accept any tendered options for exchange and you will not receive any other benefit for your tendered options.”

The summary financial information set forth in the Schedule B to the Offer to Exchange is hereby amended to include the information required by Item 1-02(bb)(1) of Regulation S-X and to add a statement that information as to the ratio of earnings to fixed charges is not provided because the Company has only an immaterial amount of “fixed charges,” as such term is defined in the instructions to Item 503(d) of Regulation S-K.

Amendment to Election Form

Numbered paragraph 8, entitled “Irregularities,” on page 3 of the Election Form is hereby amended by deleting the second sentence which reads “Our determination will be final and binding on all parties.” and in its place inserting the following sentence: “Any such determination may be challenged by a holder of options in accordance with applicable law, and any final determination may only be made by a court of competent jurisdiction.”

Amendment to Withdrawal Form

Numbered paragraph 7, entitled “Irregularities,” on page 3 of the Withdrawal Form is hereby amended by deleting the second sentence which reads “Our determination will be final and binding on all parties.” and in its place inserting the following sentence: “Any such determination may be challenged by a holder of options in accordance with applicable law, and any final determination may only be made by a court of competent jurisdiction.”

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Item 12.

Exhibits.

 

Exhibit Number		Description
(a)(1)(A)		Offer to Exchange Certain Outstanding Options for New Options dated March 2, 2009
(a)(1)(B)*		Cover Letters to Eligible Employees from Scott Howarth dated March 2, 2009
(a)(1)(C)*		Form of Individual Listing of Eligible Options
(a)(1)(D)		Election Form
(a)(1)(E)		Withdrawal Form
(a)(1)(F)*		Forms of confirmation e-mails
(a)(1)(G)*		Forms of reminder e-mails
(a)(1)(H)(i)*		Integrated Silicon Solution, Inc. 1998 Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on April 22, 1998)
(a)(1)(H)(ii)*		Form of stock option agreement under the 1998 Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on April 22, 1998)
(a)(1)(H)(iii)*		Integrated Silicon Solution, Inc. Nonstatutory Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on November 21, 2002)
(a)(1)(H)(iv)*		Form of stock option agreement under the Nonstatutory Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on November 21, 2002)
(a)(1)(H)(v)*		Integrated Silicon Solution, Inc. 2007 Incentive Compensation Plan
(a)(1)(H)(vi)*		Form of Stock Option Award Agreement under the 2007 Incentive Compensation Plan
(a)(1)(I)*		Employee PowerPoint Presentation
(b)		Not applicable
(d)		Not applicable
(g)		Not applicable
(h)		Not applicable

 

*	Previously filed

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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 Amendment No. 1 to Schedule TO is true, complete and correct.

 

Date: March 16, 2009

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INDEX TO EXHIBITS

 

Exhibit Number		Description
(a)(1)(A)		Offer to Exchange Certain Outstanding Options for New Options dated March 2, 2009
(a)(1)(B)*		Cover Letters to Eligible Employees from Scott Howarth dated March 2, 2009
(a)(1)(C)*		Form of Individual Listing of Eligible Options
(a)(1)(D)		Election Form
(a)(1)(E)		Withdrawal Form
(a)(1)(F)*		Forms of confirmation e-mails
(a)(1)(G)*		Forms of reminder e-mails
(a)(1)(H)(i)*		Integrated Silicon Solution, Inc. 1998 Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on April 22, 1998)
(a)(1)(H)(ii)*		Form of stock option agreement under the 1998 Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on April 22, 1998)
(a)(1)(H)(iii)*		Integrated Silicon Solution, Inc. Nonstatutory Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on November 21, 2002)
(a)(1)(H)(iv)*		Form of stock option agreement under the Nonstatutory Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on November 21, 2002)
(a)(1)(H)(v)*		Integrated Silicon Solution, Inc. 2007 Incentive Compensation Plan
(a)(1)(H)(vi)*		Form of Stock Option Award Agreement under the 2007 Incentive Compensation Plan
(a)(1)(I)*		Employee PowerPoint Presentation
(b)		Not applicable
(d)		Not applicable
(g)		Not applicable
(h)		Not applicable

 

*	Previously filed