UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 6
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
and
EMC Corporation
(Names of Filing Persons (Offerors))
Common Stock, par value $0.03-1/3 per share
(Title of Class of Securities)
462030305
(CUSIP Number of Class of Securities)
Paul T. Dacier, Esq.
EMC Corporation
176 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Alan B. Kalin, Esq.
Bingham McCutchen LLP
1900 University Avenue
East Palo Alto, California, 94303
(650) 849-4400
CALCULATION OF FILING FEE
| Transaction Valuation* |
Amount of Filing Fee** |
|
|---|---|---|
| $228,179,140 | $8,968 | |
| o | 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: Not applicable Form or Registration No.: Not applicable |
Filing Party: Not applicable Date Filed: Not applicable |
o |
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: |
||
ý |
third-party tender offer subject to Rule 14d-1. |
|
o |
issuer tender offer subject to Rule 13e-4. |
|
o |
going-private transaction subject to Rule 13e-3. |
|
o |
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 |
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This Amendment No. 6 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission (the "SEC") by Emerge Merger Corporation and EMC Corporation on April 24, 2008 (the "Initial Schedule TO"), as amended and supplemented by Amendment No. 1 thereto filed with the SEC on April 25, 2008 ("Amendment No. 1"), Amendment No. 2 thereto filed with the SEC on May 13, 2008 ("Amendment No. 2"), Amendment No. 3 thereto filed with the SEC on May 22, 2008 ("Amendment No. 3"), Amendment No. 4 thereto filed with the SEC on June 2, 2008 ("Amendment No. 4"), and Amendment No. 5 thereto filed with the SEC June 2, 2008 ("Amendment No. 5" and, collectively with the Initial Schedule TO and Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the "Schedule TO"). The Schedule TO relates to the offer by Emerge Merger Corporation, a Delaware corporation ("Purchaser") and a direct wholly owned subsidiary of EMC Corporation, a Massachusetts corporation ("EMC"), to purchase all outstanding shares of common stock, par value $0.03-1/3 per share (the "Shares"), of Iomega Corporation, a Delaware corporation ("Iomega"), at a price of $3.85 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 24, 2008 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), which were annexed to and previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Schedule TO was filed on behalf of Purchaser and EMC.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO. All of the information set forth in the Offer to Purchase and the other exhibits to the Schedule TO are incorporated by reference herein in response to all the items of this Amendment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 8. Interest in Securities of the Subject Company.
Item 11. Additional Information.
Item 8 and Item 11 of the Schedule TO are hereby amended and supplemented to include the following thereto:
"At 5:00 p.m., Boston, Massachusetts time, on Friday, June 6, 2008, the Offer expired. As of that time, approximately 45,536,839 Shares were validly tendered and not properly withdrawn pursuant to the Offer, of which 334,034 Shares were tendered pursuant to notices of guaranteed delivery. Such Shares constituted approximately 83%, or 77% on a fully diluted basis, of the outstanding Shares. All
Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment.
Purchaser intends to exercise the Top-Up Option under the Merger Agreement to purchase from Iomega, at a price of $3.85 per Share, that number of newly issued Shares necessary for Purchaser to own one share more than 90% of the Shares outstanding. Exercise of the Top-Up Option would permit Purchaser to effect a short-form merger of Purchaser into Iomega under Delaware law without the vote of, or any other action by, the other Iomega stockholders. EMC intends to complete the Merger contemplated by the Merger Agreement as soon as practicable after such exercise.
Pursuant to the Merger, Shares that were not tendered in the Offer (other than Shares held in the treasury of the Company or Shares owned by EMC, Purchaser or any direct or indirect wholly owned subsidiary of EMC or Iomega immediately prior to the Effective Time, which Shares will be canceled and retired without any conversion and no payment of any consideration will be made with respect such Shares) will be canceled and converted automatically into the right to receive $3.85 per Share in cash (subject to applicable withholding taxes), without interest, subject to the rights of holders of non-tendered Shares to seek appraisal of the fair market value of their Shares pursuant to Section 262 of the DGCL. Following the Merger, Iomega will become a wholly owned subsidiary of EMC and will cease to be traded on the NYSE."
A copy of the press release announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit (a)(5)(f).
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(f) |
Text of press release issued by EMC, dated June 9, 2008, announcing the expiration of the Offer and the acceptance of validly tendered Shares. |
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.
| EMC Corporation | |||
By: |
/s/ PAUL T. DACIER Name: Paul T. Dacier Title: Executive Vice President and General Counsel |
||
Emerge Merger Corporation |
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By: |
/s/ PAUL T. DACIER Name: Paul T. Dacier Title: President |
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Dated: June 9, 2008
(a)(1)(A)† |
Offer to Purchase, dated April 24, 2008* |
|
(a)(1)(B)† |
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)* |
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(a)(1)(C)† |
Form of Notice of Guaranteed Delivery* |
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(a)(1)(D)† |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
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(a)(1)(E)† |
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
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(a)(1)(F)† |
Text of press release issued by EMC and Iomega, dated April 8, 2008 (incorporated by reference to Schedule TO filed by EMC and Purchaser with the Securities and Exchange Commission on April 8, 2008) |
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(a)(1)(G)† |
Form of summary advertisement, published April 24, 2008 |
|
(a)(5)(a)† |
Text of press release issued by EMC and Iomega, dated April 25, 2008, announcing the commencement of the Offer |
|
(a)(5)(b)† |
Complaint filed on May 8, 2008 in the Superior Court of the State of California, County of Vista—North County |
|
(a)(5)(c)† |
Text of press release issued by EMC, dated May 22, 2008, announcing the extension of the expiration date of the Offer |
|
(a)(5)(d)† |
Text of press release issued by EMC, dated June 2, 2008, announcing the extension of the expiration date of the Offer |
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(a)(5)(e)† |
Text of press release issued by EMC, dated June 2, 2008, announcing the approval of the European Commission |
|
(a)(5)(f) |
Text of press release issued by EMC, dated June 9, 2008, announcing the expiration of the Offer and the acceptance of validly tendered Shares |
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(b) |
Not applicable |
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(d)(1)† |
Agreement and Plan of Merger, dated as of April 8, 2008, by and among EMC, Purchaser and Iomega (incorporated by reference to Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 9, 2008) |
|
(d)(2)† |
Confidentiality Agreement, dated as of March 19, 2008, by and between EMC and Iomega |
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(d)(3)† |
Form of Tender and Voting Agreement, dated as of April 8, 2008, by and between Purchaser and each of Jonathan Huberman, Stephen David, Reynolds Bish, Preston Romm, Thomas Kampfer, John Nolan, Daniel Maurer and Margaret Hardin |
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(d)(4)† |
Letter Agreement, dated April 8, 2008, by and between EMC and Jonathan S. Huberman |
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(d)(5)† |
Letter Agreement, dated April 8, 2008, by and between EMC and Thomas D. Kampfer |
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(d)(6)† |
Form of Non-Competition Agreement, dated as of April 8, 2008, by and between EMC, Iomega and each of Jonathan S. Huberman and Thomas D. Kampfer |
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(g) |
Not applicable |
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(h) |
Not applicable |