- Amended tender offer statement by Issuer (SC TO-I/A)
November 10 2010 - 4:04PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT
OF 1934
(Amendment
No. 1)
TECHTARGET, INC.
(Name
of Subject Company (Issuer))
TECHTARGET, INC.
(Names
of Filing Persons (Issuer and Offeror))
Common
Stock
,
Par Value $0.001 Per Share
(Title
of Class of Securities)
87874R100
(CUSIP
Number of Class of Securities)
Greg
Strakosch
Chief
Executive Officer
TechTarget, Inc.
275
Grove Street
Newton, Massachusetts 02466
(617) 431-9200
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on
Behalf of Filing Persons)
Copy
to:
Mark G.
Borden
Graham Robinson
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
CALCULATION
OF FILING FEE
TRANSACTION
VALUATION(1)
|
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AMOUNT
OF FILING FEE(2)
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$ 60,000,000
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$4,278
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(1)
Estimated
solely for purposes of calculating the filing fee, this amount is based on the
purchase of 10,000,000 shares of common stock at the offer price of $6.00 per
share.
(2)
The amount of
the filing fee, calculated in accordance with Rule 0-11 of the Securities
and Exchange Act of 1934, as amended, equals $71.30 per million of the value of
the transaction.
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:
$4,278
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Filing Party: TechTarget, Inc.
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Form or Registration
No.: Schedule TO
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Date Filed: November 9,
2010
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o
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
Check the appropriate boxes
to designate any transactions to which the statement relates:
o
third-party tender offer
subject to Rule 14d-1.
x
issuer tender offer subject
to Rule 13e-4.
o
going-private transaction
subject to Rule 13e-3.
o
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:
o
INTRODUCTION
This
Amendment No. 1 (this Amendment) amends and supplements the Schedule TO
originally filed with the Securities and Exchange Commission on November 9,
2010 (the Schedule TO) by TechTarget, Inc., a Delaware corporation (the Company)
relating to the offer by the Company to purchase up to 10,000,000 shares of its
common stock, par value $0.001 per share, at a price of $6.00 per share,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 9, 2010 (the Offer to Purchase) and the
related Letter of Transmittal (the Letter of Transmittal) (which together
with the Offer to Purchase, as they may be amended and supplemented from time
to time, constitute the Tender Offer).
The
information in the Tender Offer, including all schedules and annexes thereto,
which were previously filed with the Schedule TO, is hereby expressly
incorporated by reference into this Amendment, except that such information is
hereby amended and supplemented to the extent specifically provided herein.
Item 6.
Purposes of the Transaction and Plans or Proposals.
Item 6 of the Schedule TO is hereby amended
and supplemented to include the following:
(c)
In
connection with the Companys continuing discussions with its current lender,
RBS Citizens National Association (RBS), regarding a potential debt
financing, the Company has now received a definitive proposal from RBS (the Proposal)
. The Proposal provides that, subject to the terms and conditions described
therein, RBS commits to amend the Companys existing revolving credit facility
to increase the maximum indebtedness thereunder from $5,000,000 to
$25,000,000. The Proposal states that
the amendment to the existing credit facility is subject to a number of
conditions, including execution of definitive documentation, and there can be
no guarantee that the Company will be able to consummate such amendment to its
existing credit facility with RBS. As provided in the Offer to Purchase, the
Company will evaluate its need for the additional debt, including proposals
from other lenders, following the consummation of the Tender Offer.
1
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.
Date:
November 10, 2010
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TECHTARGET, INC.
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By:
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/s/
Greg Strakosch
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Name:
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Greg
Strakosch
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Title:
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Chief
Executive Officer
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2
EXHIBIT INDEX
(a)(1)(A)*
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Offer
to Purchase dated November 9, 2010.
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(a)(1)(B)*
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Letter
of Transmittal.
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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 Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)*
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
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(a)(1)(F)*
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Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form W-9.
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(a)(1)(G)*
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Press
Release dated November 9, 2010.
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(b)
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Not
Applicable.
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(d)(1)
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Second
Amended and Restated Investors Rights Agreement by and among the Company,
the Investors named therein and SG Cowen Securities Corporation, dated as of
December 17, 2004 (Incorporated by reference to Exhibit 10.1 to the
Companys Registration Statement on Form S-1, as amended (Registration
No. 333-140503)).
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(d)(2)
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Form of
Indemnification Agreement between the Company and its Directors and Officers
(Incorporated by reference to Exhibit 10.2 of the Companys Registration
Statement on Form S-1, as amended (Registration No. 333-140503)).
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(d)(3)
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2007
Stock Option and Incentive Plan (Incorporated by reference to
Exhibit 10.3 to the Companys Registration Statement on Form S-1,
as amended (Registration No. 333-140503)).
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(d)(4)
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Form of
Incentive Stock Option Agreement under the 2007 Stock Option and Incentive
Plan (Incorporated by reference to Exhibit 10.4 to the Companys
Registration Statement on Form S-1, as amended (Registration
No. 333-140503)).
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(d)(5)
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Form of
Non-Qualified Stock Option Agreement under the 2007 Stock Option and
Incentive Plan (Incorporated by reference to Exhibit 10.5 to the
Companys Registration Statement on Form S-1, as amended (Registration
No. 333-140503)).
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(d)(6)
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Form of
Non-Qualified Stock Option Agreement for Non-Employee Directors (Incorporated
by reference to Exhibit 10.5.1 to the Companys Registration Statement
on Form S-1, as amended (Registration No. 333-140503)).
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(d)(7)
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Form of
Restricted Stock Agreement under the 2007 Stock Option and Incentive Plan
(Incorporated by reference to Exhibit 10.6 to the Companys Registration
Statement on Form S-1, as amended (Registration No. 333-140503)).
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(d)(8)
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Form of
Restricted Stock Unit Agreement under the 2007 Stock Option and Incentive
Plan (Incorporated by reference to Exhibit 10.8 to the Companys Annual
Report on Form 10-K filed on March 31, 2008).
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(d)(9)
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Restricted
Stock Unit Agreement, dated December 18, 2007, by and between the
Company and Kevin Beam (Incorporated by reference to Exhibit 10.9 to the
Companys Annual Report on Form 10-K filed on March 31, 2008).
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(d)(10)
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Restricted
Stock Unit Agreement, dated December 18, 2007, by and between the
Company and Don Hawk (Incorporated by reference to Exhibit 10.10 to the
Companys Annual Report on Form 10-K filed on March 31, 2008).
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(d)(11)
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Restricted
Stock Unit Agreement, dated December 18, 2007, by and between the
Company and Rick Olin (Incorporated by reference to Exhibit 10.11 to the
Companys Annual Report on Form 10-K filed on March 31, 2008).
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(d)(12)
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Restricted
Stock Unit Agreement, dated December 18, 2007, by and between the
Company and Eric Sockol (Incorporated by reference to Exhibit 10.12 to
the Companys Annual Report on Form 10-K filed on March 31, 2008).
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(d)(13)
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Restricted
Stock Unit Agreement, dated December 18, 2007, by and between the
Company and Greg Strakosch (Incorporated by reference to Exhibit 10.13
to the Companys Annual Report on Form 10-K filed on March 31,
2008).
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(d)(14)
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Executive
Incentive Bonus Plan (Incorporated by reference to Exhibit 10.7 to the
Companys Registration Statement on Form S-1, as amended (Registration
No. 333-140503)).
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(d)(15)
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1999
Stock Option Plan (Incorporated by reference to Exhibit 10.8 to the
Companys Registration Statement on Form S-1, as amended (Registration
No. 333-140503)).
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(d)(16)
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Form of
Incentive Stock Option Grant Agreement under the 1999 Stock Option Plan (for
grants prior to September 27, 2006) (Incorporated by reference to
Exhibit 10.9 to the Companys Registration Statement on Form S-1,
as amended (Registration No. 333-140503)).
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(d)(17)
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Form of
Incentive Stock Option Grant Agreement under the 1999 Stock Option Plan (for
grants on or after September 27, 2006) (Incorporated by reference to
Exhibit 10.10 to the Companys Registration Statement on Form S-1,
as amended (Registration No. 333-140503)).
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(d)(18)
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Form of
Incentive Stock Option Grant Agreement under the 1999 Stock Option Plan (for
grants to executives) (Incorporated by reference to Exhibit 10.10.1 to
the Companys Registration Statement on Form S-1, as amended (Registration
No. 333-140503)).
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(d)(19)
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Form of
Nonqualified Stock Option Grant Agreement under the 1999 Stock Option Plan
(Incorporated by reference to Exhibit 10.11 to the Companys
Registration Statement on Form S-1, as amended (Registration
No. 333-140503)).
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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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* Previously filed with the Schedule TO on
November 9, 2010.
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