UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement Under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
UWINK, INC.
(Name of Issuer)
UWINK, INC.
(Names of Persons Filing Statement)
Common Stock
(Title of Class of Securities)
91818N100
(CUSIP Number of Class of Securities)
Peter F. Wilkniss
President and Chief Operating Officer
uWink, Inc.
16106 Hart Street
Van Nuys, 91406
(818) 909-6030 ext. 112
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
COPY TO:
David R. Wilson
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, WA 98101
(206) 757-8274
(206) 757-7274 (facsimile)
This statement is filed in connection with (check the appropriate box):
a. |_| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3 (c) under the
Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |_| A tender offer.
d. |X| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |_| Check the following
box if the filing is a final amendment reporting the results of the transaction:
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CALCULATION OF FILING FEE
Transaction Value* Amount of Filing Fee
--------------------------------------------------------------------------------
$27,600 $0.85
--------------------------------------------------------------------------------
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* Calculated solely for the purpose of determining the filing fee, which was
based upon a tender offer price of $0.50 per share for the eligible common
stock as of December 1, 2008, multiplied by our estimate of the maximum
number of shares to be purchased (23,000 shares), plus $20.00 to each
eligible stockholder who accepts the tender offer (estimated to be a maximum
of 805 stockholders). |_| 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 filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
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INTRODUCTION
uWink, Inc., a Delaware corporation, is offering to purchase for cash all shares
of the Company's common stock held by stockholders that owned 99 or fewer shares
as of the close of business on December 1, 2008 and that continue to own such
shares through the expiration date. The expiration date for the offer shall be
5:00 p.m., Eastern Time, on January 15, 2009, unless otherwise extended or
terminated, all in accordance with applicable law. The offer is being made
pursuant to an Offer to Purchase, dated December 5, 2008, which is attached
hereto as Exhibit 16(a)(1)(i). The offer is an "odd-lot tender offer" pursuant
to Rule 13e-4(h)(5) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). In addition, because the offer has a reasonable likelihood or a
purpose of causing the common stock to be held of record by fewer than 500
persons, the offer is a "Rule 13e-3 transaction" as defined in Rule 13e-3(a)(3)
under the Exchange Act.
ITEM 1. SUMMARY TERM SHEET
The information set forth under "Summary of Terms" and "Questions and Answers"
in the Offer to Purchase for Cash dated December 5, 2008 (the "Offer to
Purchase"), which is attached hereto as Exhibit 16(a)(1)(i), is incorporated
herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name of issuer is uWink, Inc. (the "Company"). The Company's principal
executive office is located at 16106 Hart Street, Van Nuys, CA 91406, and its
business telephone number is (818) 909-6030.
(b) As of December 1, 2008, the Company had 12,685,247 shares of common stock,
par value $.001 per share, issued and outstanding.
(c) The information required by this Item is set forth under "Information About
the Company - Market Price and Dividend Information" in the Offer to Purchase
and incorporated herein by reference.
(d) The information required by this Item is set forth under "Information About
the Company - Market Price and Dividend Information" in the Offer to Purchase
and incorporated herein by reference.
(e) On November 5, 2007, the Company entered into a Placement Agency Agreement
with Merriman Curhan Ford & Co., as the lead placement agent, relating to the
offering, issuance and sale to investors of units, each of which consisted of
one share common stock, par value $0.001 per share (the "Common Stock"), and a
warrant (the "Warrants") to purchase 1 share of Common Stock at an exercise
price of $2.40 per share. Pursuant to this transaction, the Company sold 5.2
million units at a purchase price of $2.00 per unit for aggregate proceeds to
the Company of $10.4 million. A registration statement on Form SB-2/A (file No.
333-144029) relating to these units was filed with the Securities and Exchange
Commission and declared effective on November 5, 2007. The foregoing offering
was on a best efforts agency basis and was not underwritten. The Company has not
made an underwritten public offering of the Company's common stock for cash
during the past three years that was registered under the Securities Act of
1933, as amended, or exempt from registration under Regulation A promulgated
thereunder.
(f) The Company has not purchased any of its shares of common stock during the
past two years.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The filing person to which this Schedule 13e-3 relates is the issuer, uWink,
Inc. The name, business address and business telephone number of the Company is
set forth in Item 2(a) above. The names, titles, and addresses of each executive
officer, director and controlling stockholder of the Company are follows:
Nolan K. Bushnell
Chairman and Chief Executive Officer
16106 Hart Street
Van Nuys, CA 91406
Peter F. Wilkniss
President and Chief Operating Officer
16106 Hart Street
Van Nuys, CA 91406
Elizabeth J. Heller
Director
16106 Hart Street
Van Nuys, CA 91406
Kevin W. McLeod
Director
16106 Hart Street
Van Nuys, CA 91406
Bradley N. Rotter
Director
16106 Hart Street
Van Nuys, CA 91406
(b) Not Applicable
(c) 1. and 2. The following is a list of the principal occupation of each
officer and director of the Company as well as principal business address of
such employment or occupation, as applicable. The following table also sets
forth as to each executive officer and director of the Company his principal
occupation during the last five years, including the starting and ending dates
of such employment.
Nolan K. Bushnell
Chairman and Chief Executive Officer
16106 Hart Street
Van Nuys, CA 91406
Mr. Bushnell has been the Chairman of our Board of Directors and Chief
Executive Officer since December 4, 2003 following our acquisition of uWink
California, Inc. Mr. Bushnell founded uWink California, Inc. and has acted as
its Chairman and Chief Executive Officer since 1999. Mr. Bushnell is
also currently a director of Wave Systems Corp and is chairman of the board of
NeoEdge Networks.
2
Peter F. Wilkniss
President and Chief Operating Officer
16106 Hart Street
Van Nuys, CA 91406
Mr. Wilkniss became our Chief Financial Officer and Secretary on August 29, 2005
and was named our President and Chief Operating Officer in February 2008. From
June 2004 to April 2005, Mr. Wilkniss was Chief Operating Officer of Juriscape,
Inc., an early stage ecommerce company. From January 2003 to May 2004, Mr.
Wilkniss was a private investor and business consultant. From 2000 to 2002, Mr.
Wilkniss was Managing Director and CFO of a subsidiary of Jefferies Group, Inc.
Elizabeth J. Heller
Director
16106 Hart Street
Van Nuys, CA 91406
Ms. Heller is the founder of and has served as CEO of Buzztone, Inc., a
marketing company that combines online and offline word-of-mouth marketing
techniques, since 1999.
Kevin W. McLeod
Director
16106 Hart Street
Van Nuys, CA 91406
Since 1998, Mr. McLeod has been the Managing Director of Aircool Engineering,
Ltd. of Somerset England.
Bradley N. Rotter
Director
16106 Hart Street
Van Nuys, CA 91406
From 1988 to the present Mr. Rotter has served as Managing Member of the Echelon
Group, a private specialty finance company. Mr. Rotter currently serves on the
boards of directors of Sequella, Inc., AirPatrol Corporation and Authentisure.
3. The information included in the Offer to Purchase entitled
"Information About the Company -- Executive Officers,
Significant Employees And Directors" is also incorporated by
reference. None of the individuals listed in Item (c)1. and 2.
above has been convicted in a criminal proceeding during the
past five years (excluding traffic violations or similar
misdemeanors).
4. No individual discussed in Item (c)1. and 2. above has been a
party to any judicial or administrative proceeding during the
past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the individual from future
violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of
federal or state securities laws.
5. Each of the individuals discussed in this Item (c) is a
citizen of the United States.
(d) The information set forth under or incorporated by reference in Item 1 and
Item 3(a) is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information required by this Item is set forth under "Summary of Terms",
"Questions and Answers", "Special Factors" and "Terms of the Offer" to Purchase
and incorporated herein by reference.
(b) Not applicable.
(c) This tender offer is available only to those record stockholders and
beneficial owners of the Company's common stock who own 99 shares or less (i.e.,
odd lot stockholders) as of December 1, 2008, the record date, and is not open
to all persons owning the Company's common stock.
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(d) Dissenting stockholders are not entitled to any appraisal or dissenters'
rights under Delaware law as a result of the tender offer discussed in this
Schedule 13e-3.
(e) Security holders will be entitled to the Company's corporate records in the
manner permitted by applicable Delaware state law. The issuer is making no
special provision to grant unaffiliated security holders access to its corporate
files; nor is it making any special provision to allow unaffiliated security
holders to obtain counsel or appraisal services at the expense of the Company.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the Offer to Purchase entitled "Information About
the Company - Beneficial Ownership of Common Stock" is incorporated by
reference. Except as otherwise described therein, the following responses are
applicable.
(a) 1. Not applicable.
2. The information included in the Offer to Purchase entitled "Information
About the Company - Certain Transactions of Management" is incorporated by
reference.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase entitled "Information
About the Company - Beneficial Ownership of Common Stock" is incorporated herein
by reference.
The Company assumed the uWink.com, Inc. 2000 Employee Stock Option Plan (the
"2000 Plan") pursuant to our acquisition of uWink California. The 2000 Plan
provides for the issuance of up to 170,305 (after giving effect to a
3.15611-for-one reverse stock split in connection with the acquisition of uWink
California and to the four-for-one reverse stock split effective July 26, 2007)
incentive and non-qualified stock options to our employees, officers, directors
and consultants. Options granted under the 2000 Plan vest as determined by the
Board of Directors, provided that any unexercised options will automatically
terminate on the tenth anniversary of the date of grant. As of September 30,
2008, there are 132,805 shares available for issuance under the 2000 Plan.
In 2004, our Board of Directors approved the uWink, Inc. 2004 Stock Incentive
Plan (the "2004 Plan"). The 2004 Plan provides for the issuance of up to 300,000
incentive stock options, non-qualified stock options, restricted stock awards
and performance stock awards to our employees, officers, directors and
consultants. Awards granted under the 2004 Plan vest as determined by the Board
of Directors, provided that no option or restricted stock award granted under
the 2004 Plan may be exercisable prior to six months from its date of grant and
no option granted under the 2004 Plan may be exercisable after 10 years from its
date of grant. As of September 30, 2008, there are 2,500 shares available for
issuance under the 2004 Plan.
In 2005, our Board of Directors approved the uWink, Inc. 2005 Stock Incentive
Plan (the "2005 Plan"). The 2005 Plan provides for the issuance of up to 500,000
incentive stock options, non-qualified stock options, restricted stock awards
and performance stock awards to our employees, officers, directors, and
consultants. Awards granted under the 2005 Plan vest as determined by the Board
of Directors, provided that no option or restricted stock award granted under
the 2005 Plan may be exercisable prior to six months from its date of grant and
no option granted under the 2005 Plan may be exercisable after 10 years from its
date of grant. As of September 30, 2008, there are 3,125 shares available for
issuance under the 2005 Plan.
On June 8, 2006, our Board of Directors approved the uWink, Inc. 2006 Equity
Incentive Plan (the "2006 Plan"). The 2006 Plan, as subsequently amended on
November 14, 2006, provides for the issuance of up to 625,000 incentive stock
4
options, non-qualified stock options, restricted and unrestricted stock awards
and stock bonuses to our employees, officers, directors, and consultants. As of
September 30, 2008, there are 152,177 shares available for issuance under the
2006 Plan.
On June 21, 2007, our Board of Directors approved the uWink, Inc. 2007 Equity
Incentive Plan (the "2007 Plan"). The 2007 Plan provides for the issuance of up
to 250,000 incentive stock options (ISOs), non-qualified stock options,
restricted and unrestricted stock awards and stock bonuses to our employees,
officers, directors, and consultants. As of September 30, 2008, there are 30,000
shares available for issuance under the 2007 Plan.
Awards granted under both the 2006 Plan and the 2007 Plan vest as determined by
the Board of Directors, provided that:
o no option granted under the 2006 Plan or the 2007 Plan may be
exercisable after ten years from its date of grant and no ISO
granted to a person who owns more than ten percent of the
total combined voting power of all classes of stock of the
Company will be exercisable after five years from the date of
grant; and
o an option granted to a participant who is an officer or
director may become fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during
any period established by the Board of Directors.
All Company equity inventive plans are administered by the Board of Directors.
Following is a summary of the status of options outstanding at September 30,
2008:
Exercise Options Average Remaining Exercisable
Price Outstanding Contractual Life
$1.00 - $1.99 248,090 8.44 94,249
$2.00 - $2.99 33,125 6.96 33,125
$7.00 - $7.99 41,568 8.17 2,778
---------------------------------------------------------
322,783 8.26 130,152
=========================================================
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Following is a summary of the restricted stock award activity for the nine
months ended September 30, 2008.
Weighted-
Average
Grant Date Aggregate
Shares Fair Value Intrinsic Value
---------- ----------- ---------------
Non-vested balance January 1, 2008 94,618 $5.05 $132,465
Granted 720,000 $0.50
Vested 72,743 $4.03
Forfeited -- --
---------- ----------- ---------------
Non-vested balance September 30, 2008 741,875 $0.73 $385,775
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The Company has outstanding warrants issued to investors in previous financing
transactions.
Following is a summary of the status of warrants outstanding at September 30,
2008:
Outstanding Warrants
--------------------
Average
Exercise Remaining
Price Number Contractual Life Exercisable
-------- ------ ---------------- -----------
$1.38 1,293,110 0.67 1,293,110
$2.40 6,441,153 4.21 6,441,153
$6.00 100,031 1.62 100,031
$7.00 21,250 1.00 21,250
$8.00 61,250 0.55 61,250
$14.00 222,747 1.00 222,747
$20.00 12,500 0.50 12,500
$28.00 12,500 0.50 12,500
$36.00 12,500 0.50 12,500
-----------------------------------------------------------------------
8,177,041 3.40 8,177,041
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5
OUTSTANDING EQUITY AWARDS TO EXECUTIVE OFFICERS
The following table sets forth the outstanding equity based awards held by each
of the Company's Chairman and Chief Executive Officer and President and Chief
Operating Officer, respectively, as of December 1, 2008, the record date of the
Offer.
Stock Awards
-----------------------------------------------
Equity
Option Awards Equity Incentive
----------------------------------------------------- Incentive Plan
Equity Plan Awards:
Incentive Awards: Market or
Plan Number of Payout
Awards: Market Unearned Value of
Number of Number of Number of Number of Value of Shares, Unearned
Securities Securities Securities Shares or Shares or Units, or Shares,
Underlying Underlying Underlying Units of Units of Other Units, or
Unexercised Unexercised Unexercised Option Option Stock That Stock that Rights Other Rights
Options Options Unearned Exercise Expiration Have Not Have Not That Have That Have
Name Exercisable Unexercisable Options Price Date Vested Vested Not Vested Not Vested
---- ----------- ------------- ----------- ----- ---- ------ ------ ---------- ----------
Nolan K. Bushnell N/A N/A N/A $ N/A N/A 196,112 $29,417 N/A N/A
Peter F. Wilkniss N/A N/A N/A $ N/A N/A 136,112 $20,417 N/A N/A
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(1) The fair market value of the common stock at December 1, 2008, was $0.15 per
share.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information in the "Offer to Purchase" under the heading "Special
Factors -- Effects of the Tender Offer" is incorporated by reference.
(b) The shares of common stock purchased in this tender offer will be retained
as treasury stock and may be restored to the status of authorized and unissued
shares. The information in the "Offer to Purchase" under the heading "Special
Factors -- Effects of the Tender Offer" is incorporated by reference.
(c) The information set forth in "Summary of Terms", "Questions and Answers",
"Special Factors -- Purposes of the Offer" and "Special Factors -- Effects of
the Tender Offer" in the Offer to Purchase is incorporated by reference.
(d) Not applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a) The information set forth in "Summary of Terms", "Questions and Answers",
"Special Factors - Background of Tender Offer", and "Special Factors -- Purposes
of the Offer" in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "Special Factors -- Our Reasons for Pursuing
the Odd-Lot Offer Rather than Other Alternatives" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Summary of Terms", "Questions and Answers",
"Special Factors - Background of Tender Offer", "Special Factors -- Purposes of
the Offer" and "Special Factors -- Our Reasons for Pursuing the Odd-Lot Offer
Rather than Other Alternatives" of the Offer to Purchase is incorporated herein
by reference.
6
(d) The information set forth in "Summary of Terms", "Special Factors --
Purposes of the Offer", "Special Factors -- Effects of the Offer" and "Special
Factors -- Certain United States Federal Income Tax Consequences" of the Offer
to Purchase is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in "Special Factors -- Determination of Fairness
of Offer by our Board of Directors" of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in "Special Factors -- Determination of Fairness
of Offer by our Board of Directors" of the Offer to Purchase is incorporated
herein by reference.
(c) The information set forth in "Special Factors -- Determination of Fairness
of Offer by our Board of Directors" of the Offer to Purchase is incorporated
herein by reference.
(d) The information set forth in "Special Factors -- Determination of Fairness
of Offer by our Board of Directors" of the Offer to Purchase is incorporated
herein by reference.
(e) The information set forth in "Special Factors -- Determination of Fairness
of Offer by our Board of Directors" of the Offer to Purchase is incorporated
herein by reference.
(f) The Company has not received any firm offer by any unaffiliated person
during the past two years for (i) the merger or consolidation of the Company
with or into another company, or vice versa, (ii) the sale or a transfer of all
or substantially part of the assets of the Company or (iii) the purchase of the
subject company's securities that would enable the holder to exercise control of
the Company.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The Company has not received any report, opinion or appraisal from an
outside party that is materially related to the transactions set forth in the
Offer to Purchase. The information set forth in "Special Factors --
Determination of Fairness of Offer by our Board of Directors" in the Offer to
Purchase is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "Special Factors -- Effects of the Tender
Offer" and "Terms of the Offer -- Source and Amounts of Funds" of the Offer to
Purchase is incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in "Terms of the Offer -- Fees and Expenses" of
the Offer to Purchase is incorporated herein by reference. The foregoing
expenses will be paid by the Company.
(d) Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in "Information about the Company -- Beneficial
Ownership of Common Stock" of the Offer to Purchase is incorporated herein by
reference.
(b) Not applicable.
7
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) The Company has not granted any stockholder (including any executive
officer, director or affiliate) any voting or similar right in connection with
the tender offer. To the extent known by the Company after reasonable inquiry,
no executive officer, director or affiliate of the Company intends to tender or
sell his, her or its common stock pursuant to the offer. The information set
forth in "Information About the Company -- Beneficial Ownership of Common Stock"
and "Special Factors -- Determination of Fairness of Offer by our Board of
Directors" of the Offer to Purchase is incorporated herein by reference.
(e) To the extent known by the Company after reasonable inquiry, no executive
officer, director or affiliate of the Company has made a recommendation either
in support of or opposed to the tender offer.
ITEM 13. FINANCIAL STATEMENTS.
(a) The financial statements included in (i) the Company's Annual Report on Form
10-KSB for the year ended January 1, 2008, filed with the SEC on March 31, 2008
and (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended
April 1, 2008 (filed with the SEC on May 15, 2008), July 1, 2008 (filed with the
SEC on August 15, 2008) and September 30, 2008 (filed with the SEC on November
14, 2008), are incorporated herein by reference. The information included in
"Information About the Company -- Summary Consolidated and Proforma Financial
Information ", "Additional Information" and "Incorporation of Certain Documents
by Reference" in the Offer to Purchase is incorporated herein by reference.
(b) The information included in "Information About the Company -- Summary
Consolidated and Proforma Financial Information", "Additional Information" and
"Incorporation of Certain Documents by Reference" in the Offer to Purchase is
incorporated herein by reference.
(c) The information included in "Information About the Company -- Summary
Consolidated and Proforma Financial Information", "Additional Information" and
"Incorporation of Certain Documents by Reference" in the Offer to Purchase is
incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The Company has not retained any outside person to make solicitations in
connection with the offer. No person has been authorized to make any
recommendation on behalf of the Company or its board of directors as to whether
stockholders should tender shares pursuant to the offer. No other person has
been authorized to give any information or to make any representation in
connection with the Offer to Purchase other than those contained in the Offer to
Purchase or in the related Authorization Card. The information included in
"Terms of the Offer -- Fees and Expenses" in the Offer to Purchase is
incorporated by reference.
(b) Employees of the Company may perform administrative tasks in connection with
the tender offer, and they will be not be separately compensated for such
services.
ITEM 15. ADDITIONAL INFORMATION.
(b) All information set forth in the Offer to Purchase is incorporated herein by
reference.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
-------------- -----------------------------------------------------------------------------------------
16(a)(1)(i) Offer to Purchase
16(a)(1)(ii) Authorization Card
16(a)(1)(iii) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
16(a)(1)(iv) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
16(a)(1)(v) Instruction Form For Shares Held by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
16(a)(1)(vi) Letter to Stockholders, dated December 5, 2008
16(a)(1)(vii) Offer to Purchase Flier to Stockholders
16(a)(5) Press Release dated December 5, 2008
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8
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.
UWINK, INC.
By: /s/ Peter F. Wilkniss
---------------------------------
Peter F. Wilkniss
President and Chief Operating
Officer
Dated: December 5, 2008
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