- Amended tender offer statement by Issuer (SC TO-I/A)
March 31 2009 - 2:05PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
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
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Transaction Valuation*
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Amount of Filing Fee
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$739,465
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$29.06
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* 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 Issuers 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 Companys common stock on February 20, 2009.
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: $29.06
Form or Registration No.: 5-55171
Filing party: Integrated Silicon
Solution, Inc.
Date filed: March 2, 2009
¨
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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 is a final amendment reporting the results of the tender offer:
¨
This Amendment No. 3 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 therein) to exchange some or all of their outstanding Eligible Options (as defined therein) for new options to be issued under the Companys 2007 Incentive Compensation Plan (the
2007
Plan
). Only those items which are being amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO, as previously amended, remains unchanged.
This Amendment No. 3 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.
Amendment to Offer to Exchange
Section 20, entitled Miscellaneous, on page 48 of the Offer to Exchange is hereby deleted in its entirety.
-2-
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Exhibit
Number
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Description
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(a)(1)(A)*
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Offer to Exchange Certain Outstanding Options for New Options dated March 2, 2009
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(a)(1)(B)*
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Cover Letters to Eligible Employees from Scott Howarth dated March 2, 2009
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(a)(1)(C)*
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Form of Individual Listing of Eligible Options
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(a)(1)(D)*
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Election Form
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(a)(1)(E)*
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Withdrawal Form
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(a)(1)(F)*
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Forms of confirmation e-mails
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(a)(1)(G)*
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Forms of reminder e-mails
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(a)(1)(H)(i)*
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Integrated Silicon Solution, Inc. 1998 Stock Plan (incorporated by reference to the Companys Registration Statement on Form S-8 filed with the SEC on April 22, 1998)
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(a)(1)(H)(ii)*
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Form of stock option agreement under the 1998 Stock Plan (incorporated by reference to the Companys Registration Statement on Form S-8 filed with the SEC on April 22,
1998)
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(a)(1)(H)(iii)*
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Integrated Silicon Solution, Inc. Nonstatutory Stock Plan (incorporated by reference to the Companys Registration Statement on Form S-8 filed with the SEC on November 21,
2002)
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(a)(1)(H)(iv)*
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Form of stock option agreement under the Nonstatutory Stock Plan (incorporated by reference to the Companys Registration Statement on Form S-8 filed with the SEC on November 21,
2002)
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(a)(1)(H)(v)*
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Integrated Silicon Solution, Inc. 2007 Incentive Compensation Plan
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(a)(1)(H)(vi)*
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Form of Stock Option Award Agreement under the 2007 Incentive Compensation Plan
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(a)(1)(I)*
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Employee PowerPoint Presentation
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(b)
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Not applicable
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(d)
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Not applicable
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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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-3-
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct.
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INTEGRATED SILICON SOLUTION, INC.
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By:
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/s/ Scott D. Howarth
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Name:
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Scott D. Howarth
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Title:
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President and Chief Executive Officer
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Date: March 31, 2009
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-4-
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 Exchange Certain Outstanding Options for New Options dated March 2, 2009
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(a)(1)(B)*
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Cover Letters to Eligible Employees from Scott Howarth dated March 2, 2009
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(a)(1)(C)*
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Form of Individual Listing of Eligible Options
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(a)(1)(D)*
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Election Form
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(a)(1)(E)*
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Withdrawal Form
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(a)(1)(F)*
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Forms of confirmation e-mails
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(a)(1)(G)*
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Forms of reminder e-mails
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(a)(1)(H)(i)*
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Integrated Silicon Solution, Inc. 1998 Stock Plan (incorporated by reference to the Companys Registration Statement on Form S-8 filed with the SEC on April 22, 1998)
|
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(a)(1)(H)(ii)*
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Form of stock option agreement under the 1998 Stock Plan (incorporated by reference to the Companys Registration Statement on Form S-8 filed with the SEC on April 22,
1998)
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(a)(1)(H)(iii)*
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Integrated Silicon Solution, Inc. Nonstatutory Stock Plan (incorporated by reference to the Companys Registration Statement on Form S-8 filed with the SEC on November 21,
2002)
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(a)(1)(H)(iv)*
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Form of stock option agreement under the Nonstatutory Stock Plan (incorporated by reference to the Companys Registration Statement on Form S-8 filed with the SEC on November 21, 2002)
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(a)(1)(H)(v)*
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Integrated Silicon Solution, Inc. 2007 Incentive Compensation Plan
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(a)(1)(H)(vi)*
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Form of Stock Option Award Agreement under the 2007 Incentive Compensation Plan
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(a)(1)(I)*
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Employee PowerPoint Presentation
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(b)
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Not applicable
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(d)
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Not applicable
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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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-5-
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