Iomega Corp - Written communication relating to an issuer or third party (SC TO-C)
April 09 2008 - 3:39PM
Edgar (US Regulatory)
SC
TO-C 1 dsctoc.htm SCHEDULE TO
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
IOMEGA
CORPORATION
(Name
of subject company (Issuer))
EMERGE
MERGER CORPORATION
EMC
CORPORATION
(Names
of Filing Persons (Offerors))
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Common
Stock, $0.03-1/3 par value per share
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462030305
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(Title of classes of securities)
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(CUSIP number of common stock)
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Paul
T. Dacier, Esq.
EMC
Corporation
176
South Street
Hopkinton,
MA 01748
(508)
435-1000
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of Filing Persons)
Copies to:
Alan B. Kalin, Esq.
Bingham McCutchen LLP
1900
University Avenue
East
Palo Alto, CA 94303
(650)
849-4400
CALCULATION
OF FILING FEE
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Transaction
Valuation*
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Amount
of Filing Fee*
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Not applicable*
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Not
applicable*
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* A filing fee is not
required in connection with this filing as it relates solely to preliminary
communications made before the commencement of a tender offer.
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o
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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:
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N/A
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Filing Party
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:
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N/A
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Form of Registration No.:
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N/A
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Date
Filed:
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N/A
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x
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Check the box if the
filing relates solely to preliminary communications made before the
commencement of the tender offer.
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Check the appropriate
boxes below to designate any transactions to which the statement relates:
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x
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third party tender
offer subject to Rule 14d-1
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o
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issuer tender offer
subject to Rule 13e-4
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o
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going private
transaction subject to Rule 13e-3
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o
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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:
o
Additional
Information and Where to Find it.
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This
Tender Offer Statement on Schedule TO (this Statement) relates to a planned
tender offer by Emerge Merger Corporation (Purchaser), a wholly owned
subsidiary EMC Corporation (EMC), for all shares of outstanding common stock
of Iomega Corporation (Iomega), to be commenced pursuant to an Agreement and
Plan of Merger, dated as of April 8, 2008, by and among Iomega, EMC and
Purchaser.
The
tender offer referred to in this Statement has not yet commenced. This Statement
is neither an offer to purchase nor a solicitation of an offer to sell any
shares of Iomega. The solicitation and the offer to buy shares of Iomega common
stock will be made pursuant to an offer to purchase and related materials that
Purchaser intends to file with the U.S. Securities and Exchange Commission. At
the time the tender offer is commenced, EMC and Purchaser, a wholly owned
subsidiary of EMC, intend to file a Tender Offer Statement on Schedule TO
containing an offer to purchase, forms of letters of transmittal and other
documents relating to the tender offer, and Iomega intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. Purchaser, EMC, and Iomega intend to mail these documents to the stockholders
of Iomega. These documents will contain important information about the tender
offer and stockholders of Iomega are urged to read them carefully when they
become available. Investors and stockholders of Iomega will be able to obtain a
free copy of these documents (when they become available) and other documents
filed by Iomega or Purchaser with the SEC at the website maintained by the SEC
at www.sec.gov. In addition, the tender offer statement and related materials
may be obtained for free (when they become available) by directing such
requests to EMC Corporation at Attention: Office of the General Counsel, 176
South Street, Hopkinton, MA 01748. Investors and stockholders may obtain a free
copy of the solicitation/recommendation statement and such other documents
(when they become available) from Iomega by directing requests to Iomega at
Attention: Corporate Secretary and General Counsel, 10955 Vista Sorrento
Parkway, San Diego, CA 92103.
Exhibit
99.1
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Text of Email to Iomega
Employees issued on April 9, 2008
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