Iomega Corp - Amended Statement of Ownership: Solicitation (SC 14D9/A)
May 13 2008 - 6:03AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities
Exchange Act of 1934
(Amendment
No. 1)
IOMEGA CORPORATION
(Name of Subject
Company)
IOMEGA CORPORATION
(Name of Person(s) Filing
Statement)
Common
Stock, $0.03-1/3 par value per share
(including
associated preferred stock purchase rights)
(Title or Class of
Securities)
462030305
(CUSIP Number of Class of
Securities)
Jonathan
Huberman
Chief
Executive Officer
Iomega
Corporation
10955
Vista Sorrento Parkway
San
Diego, California 92130
(858)
314-7000
(Name, address and telephone number of person
authorized
to receive notices
and communications on behalf of the person(s) filing statement)
With Copies to:
Deyan
Spiridonov, Esq.
Paul,
Hastings, Janofsky & Walker LLP
3579
Valley Centre Drive
San
Diego, California 92130
(858)
720-2590
o
Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer.
This
Amendment No. 1 amends and supplements Items 8 and 9 in the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on April 24,
2008 with the Securities and Exchange Commission by Iomega Corporation, a
Delaware corporation (
Iomega
or the
Company
), relating to the
tender offer (the
Offer
) made by Emerge Merger Corporation, a Delaware
corporation (
Purchaser
), and a wholly owned subsidiary of EMC
Corporation, a Massachusetts corporation (
EMC
), to acquire all of the
issued and outstanding shares of common stock of the Company, par value $0.03-1/3
per share
(the
Shares
),
including the rights associated with the Shares pursuant to the rights
agreement dated July 29, 1999, between Iomega and American Stock Transfer
and Trust Company, as amended,
at a price of $3.85 per
Share in cash, without any interest thereon, and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 24, 2007 (together with any amendments or supplements
thereto, the
Offer to Purchase
),
and the related Letter of Transmittal (together with any amendments or
supplements thereto, the
Letter of
Transmittal
).
The Offer is being made on the terms and subject to
the conditions set forth in the Agreement and Plan of Merger, dated as of April 8,
2008 (the
Merger Agreement
), by and among Purchaser, EMC and
Iomega. The Merger Agreement provides,
among other things, for the making of the Offer and, subject to the
satisfaction or waiver of the conditions set forth in the Merger Agreement, the
merger of Purchaser into the Company (the
Merger
), with the Company
surviving as a wholly owned subsidiary of EMC.
The consummation of the Offer is conditioned on, among other things,
Purchasers receiving through the Offer at least a majority of the outstanding
Shares on a fully diluted basis (which means, as of any time, the number of
Shares outstanding plus all Shares, if any, which the Company would be required
to issue pursuant to any then-outstanding options to acquire Shares). The Offer is described in greater detail in
the Tender Offer Statement on Schedule TO, dated April 24, 2008 and filed
with the Securities and Exchange Commission on April 24, 2008, to which
the Offer to Purchase and Letter of Transmittal are exhibits.
Except
as otherwise indicated, the information set forth in the original Schedule
14D-9 remains unchanged.
Item 8. Additional Information
Item
8 is hereby amended and supplemented as follows:
(f) Legal Proceedings
On May 8, 2008, a
purported stockholder of Iomega filed a complaint seeking certification for a
class action lawsuit in the Superior Court of the State of California, County
of Vista North County, docketed as
Fievel Gottlieb v. Stephen
David, Jonathan Huberman, John Nolan, Margaret Hardin, Dan Maurer, Reynolds
Bish, Iomega Corporation, Emerge Merger Corporation and EMC Corporation
,
Case No. 37-2008-00054149
CUMCNC (the
Gottlieb Action
)
against Iomega, each of its directors, EMC and Purchaser. The Gottlieb Action
purports to be brought individually and on behalf of all public stockholders of
Iomega. The Gottlieb Action alleges that the Iomega director defendants
breached their fiduciary duties to Iomegas stockholders in connection with the
Offer and that EMC aided and abetted such alleged breach of the Iomega director
defendants fiduciary duties. Based on these allegations, the Gottlieb Action
seeks, among other relief, declaring the action to be a class action,
injunctive relief enjoining preliminarily and permanently the Offer and the
Merger, rescinding, to the extent already implemented, the Offer and the Merger
or any of the terms thereof or awarding rescissory damages, directing that the
defendants account to plaintiff and other members of the class for all damages
as a result of a breach of their fiduciary duties to the purported stockholder
and other members of the class, awarding plaintiff the costs, disbursements of
the Gottlieb Action including a reasonable allowance for plaintiffs attorneys
and experts fees, and granting plaintiff and other members of the class such
further relief as the court deems just and proper. The purported stockholder
also filed an expedited proceedings motion, seeking to proceed with discovery
on an expedited basis. Iomega intends to vigorously defend against the lawsuit.
A copy of the complaint
for the Gottlieb Action is attached hereto as Exhibit (a)(5)(A) and
is hereby incorporated herein by reference. The foregoing description is
qualified in its entirety by reference to Exhibit (a)(5)(A) to this
Schedule 14D-9.
2
Item 9. Exhibits
Item 9 is hereby amended and supplemented as
follows:
Exhibit No.
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Description
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(a)(5)(A)
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Complaint
filed by Feivel Gottlieb in the Superior Court of the State of California on
May 8, 2008.
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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.
Dated:
May 12, 2008
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Iomega
Corporation
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By:
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/s/
Jonathan Huberman
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Name:
Jonathan Huberman
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Title:
Chief Executive Officer and Vice Chairman
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