- Amended Statement of Ownership: Solicitation (SC 14D9/A)
September 27 2012 - 12:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
FSI
International, Inc.
(Name of Subject Company)
FSI International, Inc.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
302633102
(CUSIP Number of Class of Securities)
Donald S. Mitchell
Chairman and Chief Executive Officer
FSI International, Inc.
3455 Lyman Boulevard
Chaska, Minnesota 55318-3052
(952) 448-5440
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
Copies To:
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
(612) 766-7000
¨
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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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This Amendment No. 5 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 initially filed with the Securities and Exchange Commission on August 27, 2012 by FSI International, Inc. (
FSI
). The Statement relates to the cash tender offer by RB Merger Corp., a Minnesota
corporation, and indirect wholly-owned subsidiary of Tokyo Electron Limited, a Japanese corporation, to purchase all of FSIs outstanding shares of common stock, no par value, at a purchase price of $6.20 per share in cash, net to the seller of
such shares, without interest and subject to any required withholding of taxes, upon the terms and conditions set forth in the Offer to Purchase, dated August 27, 2012 (as it may be amended or supplemented, the
Offer to
Purchase
), and in the related Letter of Transmittal (as it may be amended or supplemented, the
Letter of Transmittal
). The Offer to Purchase and Letter of Transmittal were filed with the Statement as Exhibits
(a)(1)(A) and (a)(1)(B) thereto.
The information set forth in the Statement remains unchanged, except that such
information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Statement.
Item 8.
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Additional Information
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(1) Item 8 of the Statement is hereby amended and supplemented by adding the following as the last two sentences of the subsection
entitled
Antitrust Laws United States
:
Effective 11:00 a.m., New York City time, on
September 26, 2012, the waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer was terminated by the FTC. Accordingly, the condition to the Offer relating to the expiration or termination of the applicable
waiting period under the HSR Act has been satisfied.
(2) Item 8 of the Statement is hereby amended and
supplemented by adding the following to the end of the subsection entitled
Litigation Related to the Offer and Merger
:
On September 25, 2012, shareholder Elizabeth Kuzio served a notice of dismissal (the
Kuzio Notice of Dismissal
) upon the Defendants whereby Ms. Kuzio voluntarily
dismisses all her claims against the Defendants. The foregoing description is qualified in its entirety by reference to the Kuzio Notice of Dismissal which is filed as an exhibit to this Statement and incorporated herein by reference.
Item 9 of
the Statement is hereby amended and supplemented by adding thereto the following exhibit:
(a)(5)(H) Text of Notice of Dismissal, dated
September 25, 2012 (Elizabeth Kuzio v. Donald S. Mitchell, et al.) (incorporated by reference to Exhibit (a)(5)(H) to Amendment No. 5 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission by TEL and
Purchaser on September 27, 2012)
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.
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/s/ Patricia M. Hollister
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Name: Patricia M. Hollister
Title: Chief Financial Officer
Date:
September 27, 2012
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