GTW Gateway

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 8)

 

 

GATEWAY, INC.

(Name of Subject Company (Issuer))

 

 

ACER INC. (Parent of Offeror)

GALAXY ACQUISITION CORP. (Offeror)

(Names of Filing Persons (Offerors))

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Including the associated preferred share purchase rights)

(Title of Class of Securities)

 

367626108

(CUSIP Number of Class of Securities)

 

 

B.J. Lin

Assistant General Counsel

Acer Inc.

8F, 88, Sec.1, Hsin Tai Wu Rd., Hsichih,

Taipei, Hsien 221, Taiwan, R.O.C.

Telephone: +886-2-2696-1234

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

 

Copy to:

 

Richard V. Smith, Esq.

Barbara Murphy Lange, Esq.

Lawrence B. Low, Esq.

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, California 94105

(415) 773-5700

 

 

CALCULATION OF FILING FEE

 

 

* Estimated solely for purposes of calculating amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended. The transaction value is based upon the offer to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Gateway, Inc. for the expected consideration in the tender offer of $1.90 per share and 373,641,481 shares of outstanding common stock (including restricted shares) as of August 23, 2007.

 

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0000307.

 

 

Amount Previously Paid:            $21,795

 

Form or Registration No.:      Schedule TO-T

 

Filing Party:     Acer Inc. and Galaxy Acquisition Corp.

 

Date Filed:      September 4, 2007

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:   o

 

     This Amendment No. 8 (this “ Amendment No. 8 ”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “ SEC ”) on September 4, 2007 by Galaxy Acquisition Corp., a Delaware corporation (the “ Purchaser ”) and a wholly owned subsidiary of Acer Inc., a company organized under the laws of the Republic of China (the “ Parent ”), as previously amended (the “ Schedule TO ”). The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, including the associated preferred share purchase rights, issued pursuant to the Rights Agreement, dated as of January 19, 2000, as amended, between Gateway, Inc., a Delaware corporation (the “ Company ”) and UMB Bank, N.A. (collectively the “ Shares ” and each share thereof a “ Share ”), of the Company, at a purchase price of $1.90 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase for cash dated September 4, 2007 (the “ Offer to Purchase ”) and the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “ Offer ”). All capitalized terms used but not defined in this Amendment No. 8 have the meanings ascribed to them in the Schedule TO. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule TO.

       The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

ITEM 1 through 9 and 11

     Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

     “The Expiration Date of the Offer has been extended to 5:00 p.m. New York City time, on October 10, 2007. In order to reflect the extension of the Expiration Date of the Offer, “Monday, October 1, 2007” or “October 1, 2007” are replaced in the Offer to Purchase, as appropriate, with “Wednesday, October 10, 2007” or “October 10, 2007” and all references to “12:00 midnight” are replaced with “5:00 p.m.”

     The full text of the press release issued by Parent announcing the extension is attached hereto as Exhibit (a)(5)(G) and is incorporated herein by reference.

SIGNATURES

     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.

* Previously filed

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