- Amended tender offer statement by Issuer (SC TO-I/A)
August 05 2010 - 9:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO/A
(Amendment
No. 2)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE
SECURITIES EXCHANGE ACT OF 1934
PROUROCARE
MEDICAL INC.
(Name Of
Subject Company (Issuer))
Warrants
to Purchase Common Stock
(Title of
Class of Securities)
74373C
123
(CUSIP
Number of Common Stock Underlying Warrants)
Mr.
Richard C. Carlson
ProUroCare
Medical Inc.
6440
Flying Cloud Drive, Suite 101
Eden
Prairie, MN 55344
(952)
476-9093
(Name,
Address, and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
With
copies to:
Timothy
S. Hearn, Esq.
Jonathan
A. Van Horn, Esq.
Dorsey
& Whitney LLP
50 South
6th Street, Suite 1500
Minneapolis,
Minnesota 55402-1498
Telephone:
(612) 340-2600
Facsimile: (612)
340-2868
CALCULATION
OF FILING FEE
Transaction Valuation
(1)
|
|
Amount of Filing Fee
(2)
|
$
5,060,472
|
|
$360.81
|
_________________
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(1)
|
Estimated
for purposes of calculating the amount of the filing fee
only. ProUroCare Medical Inc. (the “Company”) is offering,
until August 2, 2010 (unless the offer is extended), to (i) all holders of
the Company’s 1,752,760 publicly traded warrants to purchase common stock
which were issued on January 12, 2009 in connection with our 2009 public
offering of units (the “Public Warrants”); (ii) all holders of the
Company’s 2,752,947 unregistered warrants to purchase common stock which
were issued on January 12, 2009 (the “Private Warrants”); and (iii)
1,244,829 warrants that were issued to participating holders of Public
Warrants and Private Warrants, pursuant to a 2009 exchange offer whereby
such holders had the opportunity to receive, upon the exercise of such
warrants, new three-year warrants, to temporarily modify the terms of such
warrants so that each warrant holder who tenders warrants during the
offering period for early exercise in accordance with the terms of the
offer will receive, in addition to the shares of common stock purchased
upon such exercise, new three-year warrants to purchase the same number of
shares of the Company’s common stock at an exercise price of $1.30 per
share. The transaction valuation is calculated pursuant to Rule
0-11(b) of the Securities Exchange Act of 1934, as amended, as the product
of 5,750,536 and $0.88. The transaction valuation assumes the tender
of 5,750,536 warrants by the Company’s warrant holders as a result of this
tender offer and was determined by using the average of the high and low
prices of the Company’s warrants reported on the Pink Sheets as of June
29, 2010, which was $0.88.
|
|
(2)
|
The
amount of filing fee is calculated pursuant to Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, The filing fee equals $71.30
for each $1,000,000 of the value of the transaction, and was calculated as
the product of the transaction valuation of $5,060,472 multiplied by
0.00007130.
|
x
|
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.
|
|
|
Amount
Previously Paid: $533.02.
|
Filing
Party: ProUroCare Medical Inc..
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Form
or Registration No.: Registration Statement on Form S-4.
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Date
Filed: July 2, 2010.
|
¨
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
|
|
¨
third-party tender
offer subject to Rule 14d-1.
|
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x
issuer tender offer
subject to Rule 13e-4.
|
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¨
going-private
transaction subject to Rule 13e-3.
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¨
amendment to
Schedule 13D under Rule 13d-2.
|
Check the following box if the filing
is a final amendment reporting the results of the tender offer:
x
This
Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer
Statement on Schedule TO (as amended, the “Schedule TO”) filed with the
Securities and Exchange Commission on July 2, 2010 relating to an offer by
ProUroCare Medical Inc. (the “Company”), a Nevada corporation, until August 2,
2010 made to (i) all holders of our 1,752,760 publicly traded warrants to
purchase common stock issued in connection with our 2009 public offering of
units, referred to as the “Public Warrants”; (ii) all holders of our 2,752,947
unregistered warrants to purchase common stock that were issued on January 12,
2009 pursuant to the automatic conversions of convertible debt, referred to as
the “Private Warrants”; and (iii) all holders of our warrants that were issued
to participating holders of Public Warrants and Private Warrants, pursuant to a
2009 exchange offer whereby such holders had the opportunity to receive, upon
the exercise of such warrants, new three-year warrants, referred to as the “2009
Replacement Warrants.” The Public Warrants, Private Warrants and
2009 Replacement Warrants will be referred to collectively as the
“Warrants.”
The Offer
was to temporarily modify the terms of such Warrants so that each holder who
tendered Warrants during the offering period for early exercise would receive,
in addition to the shares of common stock purchased upon exercise, new
three-year warrants to purchase an equal number of shares of the Company’s
common stock at an exercise price of $1.30 per share (the “2010 Replacement
Warrants”).
This
Amendment No. 2 is filed to report the results of the Offer.
ITEM
4. TERMS OF THE TRANSACTION.
(a)
Material Terms
. The
Offer expired on August 2, 2010 at 4:00 p.m., Central Time. A total of 393,282
Public Warrants, 521,531 Private Warrants and 92,716 2009 Replacement Warrants
were tendered by Warrant holders and accepted by the Company pursuant to the
Offer, representing 17.5% of the total Warrants eligible for participation in
the Offer. All tendered Warrants were retired effective as of the expiration of
the Offer Period. The Company will promptly deliver 1,007,529 shares of common
stock and 1,007,529 2010 Replacement Warrants, along with certificates
representing the balance of the unexercised portions of tendered
Warrants.
In
accordance with the terms of the Offer, Warrants not tendered, or tendered and
withdrawn, will remain outstanding, and the original terms of the Warrants,
including, but not limited to, the $1.30 per share cash exercise price, shall
resume and continue to apply until the Warrants expire by their terms on their
respective expiration dates.
ITEM
12. EXHIBITS
Item 12 of the Schedule TO is hereby
amended and supplemented by adding the following exhibits:
Exhibit No.
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Description
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(a)(5)
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Press
Release dated August 3, 2010 (filed
herewith).
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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.
PROUROCARE
MEDICAL INC.
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By
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/s/ Richard C. Carlson
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Richard
C. Carlson
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Chief
Executive Officer
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Dated: August
5, 2010
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