sch14d9number3.htm
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. 3)
________________________________
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
[ ]
Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
This Amendment No. 3 amends and
supplements Items 8 and 9 in the Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the Securities and Exchange Commission (the
“SEC”) on April 24, 2008 (the “Initial
Schedule 14D-9”), as
amended and supplemented by Amendment No. 1 thereto filed with the SEC on May
12, 2008 (“Amendment
No. 1”), and Amendment No.
2 thereto filed with the SEC on May 20, 2008 (“Amendment
No. 2” and, collectively with the Initial
Schedule 14D-9 and Amendment No.1, the “Schedule
14D-9”), 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, 2008 (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, Purchaser’s
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 Schedule 14D-9 remains
unchanged. All information in the Schedule 14D-9 is incorporated by
reference in this Amendment No. 3, except that such information is hereby
amended and supplemented to the extent specifically provided
herein.
Item
8. Additional Information.
Item 8(e)
“Regulatory Approvals” of the Schedule 14D-9 is hereby amended and
supplemented as follows:
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·
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By
adding the following paragraphs immediately after the penultimate
paragraph and immediately before the final paragraph under the subsection
captioned “Foreign Antitrust
Approvals”:
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On June
2, 2008, the European Commission approved the proposed acquisition of the
Company pursuant to the Offer and the Merger under the European Community Merger
Regulation. Accordingly, the condition to the Offer relating to the
notification to and approval by the European Commission that it will not oppose
the Offer and the Merger pursuant to the European Community Merger Regulation
has been satisfied.
Purchaser
and EMC have received all required approvals from, and all other required
actions have been taken by, governmental or administrative agencies in
connection with the Offer and the Merger. There is no further regulatory
approval that is a condition to the Offer.
The press
release issued by EMC announcing the approval of the European Commission is
attached hereto as Exhibit (a)(5)(B).
Item
9. Exhibits
Item 9 is
hereby amended and supplemented as follows:
Exhibit
No. Description
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Text
of press release issued by EMC, dated June 2, 2008, announcing the
approval of the European
Commission.
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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:
June 3,
2008 Iomega
Corporation
By: /s/ Jonathan
Huberman
Name: Jonathan
Huberman
Title: Chief Executive
Officer and Vice Chairman