- Amended tender offer statement by Issuer (SC TO-I/A)
13 11월 2009 - 1:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 4 to
SCHEDULE
TO-I
(Rule
13e-4)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
ENERGY
CONVERSION DEVICES, INC.
(Name of
Subject Company (Issuer))
ENERGY
CONVERSION DEVICES, INC.
(Names of
Filing Person (Offeror))
Restricted
Stock Units
Convertible
into Common Stock, $0.01 Par Value per Share
(Title of
Class of Securities)
292659109
(CUSIP
Number of Class of Securities)
(Underlying
Class)
Jay
Knoll
Energy
Conversion Devices, Inc.
2956
Waterview Drive
Rochester
Hills, MI 48309-3484
(248)
293-0440
Copy
to:
W.
Andrew Jack
Covington
& Burling LLP
1201
Pennsylvania Avenue
Washington,
DC 20004-2401
(202)
662-5232
(Name,
address and telephone number of person authorized to
receive
notices and communications on behalf of filing persons)
CALCULATION
OF FILING FEE
Transaction Valuation*
|
|
Amount of Filing Fee**
|
|
$
|
1,181,483.16
|
|
$
|
65.93
|
|
*
Calculated solely for purposes of determining the filing fee. This amount
assumes that RSUs convertible into 97,724 shares of common stock of Energy
Conversion Devices, Inc. at $12.09 per share, the average of the high
and low sales prices for October 13, 2009, as reported on the NASDAQ Global
Select Market, will be issued in exchange for currently outstanding RSUs
pursuant to this offer.
** Previously
paid. The amount of the filing fee, calculated in accordance with
Rule 0-11(b)(2) of the Securities Exchange Act of 1934, as amended, equals
$55.80 per million dollars of the value of the transaction.
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:
Form or
Registration No.:
Filing
Party:
Date
Filed:
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:
o
|
third-party
tender offer subject to Rule 14d-1.
|
x
|
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.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
o
SCHEDULE
TO
This
Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Tender Offer
Statement on Schedule TO (“Schedule TO”) filed with the Securities and Exchange
Commission on October 14, 2009, relating to an offer by Energy Conversion
Devices, Inc. (the “Company”) to its employees, subject to specified conditions,
to exchange certain Restricted Stock Units subject to the achievement of
performance goals for fiscal 2012 (the “2012 RSUs") and granted to employees of
the Company under the 2006 Stock Incentive Plan (the "plan"), convertible into
shares of the Company's common stock, $0.01 par value (the "Common
Stock").
This
Amendment No. 4 is filed to report the final results of the tender offer,
which the Company disclosed in a press release dated November 11,
2009.
The
Schedule TO is amended by the information contained in this Amendment No.
4. Only those items amended are reported herein. Except as specifically provided
herein, this Amendment No. 4 does not modify any of the information previously
reported in the Schedule TO. The information in the Offer to Exchange and
the Letter of Transmittal is incorporated by reference herein.
Item
11.
|
|
Additional
Information.
|
Item 11
of the Schedule TO is hereby amended and supplemented by adding the
following:
On
November 11, 2009, the Company issued a press release announcing the final
results of the tender offer, which expired at 12:00 midnight, EST, on
November 10, 2009. A copy of the press release is filed as Exhibit
(a)(7) to this Schedule TO and is incorporated herein by reference.
ITEM
12. EXHIBITS
(a)(1)
|
Offer
to Exchange dated October 14, 2009.*
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|
|
(a)(1)(i)
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Supplement
to Offer to Exchange, dated November 4, 2009 *
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(a)(2)
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Form
of Election Concerning Exchange of Restricted Stock Units.
*
|
|
|
(a)(3)
|
Form
of Letter to Energy Conversion Devices, Inc. Restricted Stock Unit
Holders. *
|
|
|
(a)(4)
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Form
of Letter to Tendering Restricted Stock Unit Holders. *
|
|
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(a)(5)
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Energy
Conversion Devices, Inc. Annual Report on Form 10-K for the year ended
June 30, 2009, filed with the Securities and Exchange Commission and
incorporated herein by reference. *
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|
(a)(6)
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Employee
Presentation Materials*
|
(a)(7)
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Press
Release, dated November 11, 2009, filed herewith
|
|
|
(b)
|
Not
applicable. *
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(d)
|
Energy
Conversion Devices, Inc. 2006 Stock Incentive Plan, as amended, filed as
Exhibit A to the Company’s Proxy Statement dated October 13, 2006 and
Amendment 1 to the 2006 Stock Incentive Plan, filed with the SEC on Form
10-Q for the quarter ended September 30, 2008 and incorporated herein by
reference. *
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|
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*
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Previously
filed.
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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.
Date:
November 12, 2009
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Energy
Conversion Devices, Inc.
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By: /s/ Jay B.
Knoll
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Jay
B. Knoll
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Executive
Vice President, General Counsel
|
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and
Chief Administrative
Officer
|
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