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. 9)
MATRIXX INITIATIVES, INC.
(Name of Subject Company)
MATRIXX INITIATIVES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
57685L105
(CUSIP Number of Class of Securities)
Samuel C. Cowley
Executive Vice President, General Counsel and Secretary
Matrixx Initiatives, Inc.
8515 E. Anderson Drive
Scottsdale, Arizona 85255
(602) 385-8888
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
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Matthew P. Feeney
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Stephen M. Kotran
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Snell & Wilmer L.L.P
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Sullivan & Cromwell LLP
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One Arizona Center
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125 Broad Street
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400 E. Van Buren Street
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New York, New York 10004-2498
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Phoenix, Arizona 85004-2202
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(212) 558-4000
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(602) 382-6000
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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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Introduction
This Amendment No. 9 (this “
Amendment
”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (which, together with any amendments and
supplements thereto, collectively constitute the “
Schedule
”) originally filed with the U.S.
Securities and Exchange Commission (the “
SEC
”) by Matrixx Initiatives, Inc., a Delaware
corporation (the “
Company
”), on December 22, 2010. The Schedule relates to the tender
offer by Wonder Holdings, Inc., a Delaware corporation (“
Purchaser
”) and a wholly-owned
subsidiary of Wonder Holdings Acquisition Corp., a Delaware corporation (“
Parent
”), to
purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company,
including the associated rights issued pursuant to the Rights Agreement, dated as of July 22, 2002,
as amended on December 14, 2010 and further amended on January 11, 2011, between the Company and
Registrar and Transfer Company (the shares of the common stock of the Company, together with the
associated rights, collectively referred to as the “
Shares
”), at a price of $8.75 per Share
net to the seller in cash without interest and less any required withholding taxes, if any, upon
the terms and conditions set forth in the offer to purchase, dated December 22, 2010, as amended,
and in the related letter of transmittal, dated December 22, 2010, copies of which are attached to
the Tender Offer Statement on Schedule TO filed by Parent and certain of its affiliates, including
Purchaser, with the SEC on December 22, 2010, as amended.
Except as otherwise set forth below, the information set forth in the Schedule remains unchanged
and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized
terms used but not defined herein have the meanings ascribed to them in the Schedule.
ITEM 8. ADDITIONAL INFORMATION
Item 8, “
Additional Information
” is hereby amended and supplemented by adding the following
immediately before the section titled “
Forward-Looking Statements
”:
“
Expiration of the Subsequent Offering Period and Final Completion of the Offer and Merger
The Subsequent Offering Period of the Offer expired at 11:59 p.m., New York City time, on
Thursday, February 17, 2011 (the “
Subsequent Offering Expiration Time
”). Based on
information from the depositary, as of the Subsequent Offering Expiration Time, a total of
6,606,328 Shares were validly tendered and not withdrawn during the initial offering period
and the subsequent offer period. These Shares represent approximately 70.0% of the
outstanding Shares. Purchaser has accepted for payment all Shares tendered and not validly
withdrawn during the initial offering period and all Shares validly tendered during the
Subsequent Offer Period, and the consideration for all such Shares either has been paid or
promptly will be paid.
On February 18, 2011, pursuant to the terms of the Merger Agreement, Purchaser exercised its
top-up option to purchase, at a per share price equal to the Offer Price, 19,785,355 Top-Up
Shares, which brought Purchaser’s ownership of the Company’s common stock, when combined
with the Shares acquired by Purchaser during the initial offering period and the Subsequent
Offering Period, to more than 90% of the outstanding Shares after such purchase. The
aggregate purchase price of $173,121,856.25 for the Top-Up Shares was paid by Purchaser
partially in cash, in an amount equal to the aggregate par value of the Top-Up Shares, and
partially by a promissory note, for the remaining amount. The Company offered and sold the
Top-Up Shares as a private placement pursuant to an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.
On February 18, 2011, in accordance with the Merger Agreement, Parent and Purchaser effected
a short-form merger without the need for a meeting of, or any action by, the Company’s
stockholders. In the Merger, Purchaser merged with and into the Company, with the Company
continuing as the surviving corporation and a wholly-owned subsidiary of Parent. At the
Effective Time, each outstanding Share not tendered in the Offer (other than treasury
Shares, Shares held by Parent, Purchaser or any of their subsidiaries or Shares held by
stockholders who have and properly exercise appraisal rights under applicable provisions of
the DGCL) was converted into the right to receive a cash payment in an amount equal to the
Offer Price. BNY Mellon, acting as the paying agent for the Merger, will mail to the
remaining former stockholders of the Company materials necessary to exchange their former
Shares for such payment. February 18, 2011 is the last day Shares will trade on the NASDAQ
Global Select Market.