sch14d9amendment4.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. 4)
________________________________
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. 4 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”), Amendment No. 2
thereto filed with the SEC on May 20, 2008 (“Amendment
No. 2”), and Amendment No.
3 thereto filed with the SEC on June 3, 2008 (“Amendment
No. 3” and, collectively
with the Initial Schedule 14D-9 and Amendment No.1 and Amendment No. 2 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
was 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. 4, except that such information is hereby
amended and supplemented to the extent specifically provided
herein.
Item
8. Additional Information.
Item 8
of the Schedule 14D-9 is hereby amended and supplemented by adding the
following paragraphs at the end thereof:
The Offer
expired at 5:00 pm, Boston, Massachusetts time, on June 6, 2008. On
June 9, 2008, EMC issued a press release announcing the expiration of the
Offer. As of the expiration of the Offer, approximately 45,536,839 Shares were
validly tendered and not withdrawn prior, including 334,034 Shares
tendered by notice of guaranteed delivery. The tendered shares represent
approximately 77% of all outstanding Shares on a fully diluted basis. Purchaser
has accepted all validly tendered Shares for payment pursuant to the terms of
the Offer.
Purchaser
intends to exercise the Top-Up Option under the Merger Agreement to purchase
from the Company, 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 the Company under Delaware law
without the vote of, or any other action by, the Company’s other
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 the Company 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, the Company will become a wholly
owned subsidiary of EMC.
The press release issued by EMC
announcing the expiration of the Offer and the acceptance of validly tendered
Shares is attached hereto as Exhibit (a)(5)(C).
Item 9 is
hereby amended and supplemented as follows:
Exhibit
No. Description
|
|
Text
of press release issued by EMC, dated June 9, 2008, announcing the
expiration of the Offer and the acceptance of validly tendered
Shares.
|
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 9,
2008 Iomega
Corporation
By: /s/ Jonathan
Huberman
Name: Jonathan
Huberman
Title: Chief Executive
Officer and Vice Chairman