Washington, D.C.
20549
Amendment
No. 3
to
SCHEDULE TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
MEMORY
PHARMACEUTICALS CORP.
(Name
of Subject Company)
900
NORTH POINT ACQUISITION CORPORATION
HOFFMANN-LA
ROCHE INC.
(Names
of Filing Persons — Offeror)
Common
Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
58606R403
(Cusip
Number of Class of Securities)
Frederick
C. Kentz III
Hoffmann-La
Roche Inc.
340
Kingsland Street
Nutley,
New Jersey 07110
Telephone:
(973) 235-5000
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
Copies
to:
Marc
O. Williams
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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CALCULATION OF FILING FEE
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Transaction
Valuation*
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Amount
of Filing Fee**
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$50,435,251.01
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$1,982.11
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*
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Estimated for purposes of
calculating the filing fee only. This amount assumes the purchase of all
82,243,050 shares of common stock of Memory Pharmaceuticals Corp.
outstanding as of November 20, 2008 and options outstanding as of November
20, 2008 with respect to
1,708,030
shares of common stock of Memory
Pharmaceuticals Corp.
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**
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The amount of the filing fee is
calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934, as amended, by multiplying the transaction valuation by
0.00003930.
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R
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Check 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.
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Amount
Previously Paid:
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$1,192.11
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Filing
Party:
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Hoffmann-La
Roche Inc.
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Form
or Registration No.:
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SC
TO-T
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Date
Filed:
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December
3, 2008
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£
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Check the box if the filing
relates solely to preliminary communications made before the commencement
of a tender offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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R
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third-party tender offer subject
to Rule 14d-1.
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£
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issuer tender offer subject to
Rule 13e-4.
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£
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going-private transaction subject
to Rule 13e-3.
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£
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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.
£
Item
1, Items 3 through 9 and Item 11.
This
Amendment No. 3 to Tender Offer Statement on Schedule TO (the “
Schedule TO
”) amends and
supplements the statement originally filed on December 3, 2008 by Hoffmann-La
Roche Inc, a New Jersey corporation (“
Parent
”), and 900 North Point
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
Parent (the “
Purchaser
”). This
Schedule TO relates to the offer by the Purchaser to purchase all outstanding
shares of common stock, par value $0.001 per share, of Memory Pharmaceuticals
Corp., a Delaware corporation (the “
Company
”), at $0.61 per share,
net to the seller in cash, without interest and less applicable withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 3, 2008 (the “
Offer to Purchase
”), and in
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the “
Offer
”).
The
information set forth in the Offer to Purchase, including all schedules thereto,
is hereby expressly incorporated herein by reference in response to all of the
items of this Schedule TO, except as otherwise set forth below.
All
capitalized terms used in this Amendment No. 3 without definition have the
meanings ascribed to them in the Schedule TO.
Item
2. Subject Company Information.
On
December 16, 2008, the Company announced that it received notification from the
NASDAQ Listing and Hearing Review Council (the “
Review Council
”) that the
Review Council had determined that the Company had demonstrated compliance with
The NASDAQ Capital Market requirement for market value of listed
securities. As a result, the Company’s securities will continue to
trade on The NASDAQ Capital Market pending a determination by the NASDAQ Listing
Qualifications Panel (the “
Panel
”) regarding the
Company’s compliance with the minimum bid price requirement.
In October
2008, NASDAQ temporarily suspended its minimum bid price requirement due to
extraordinary market conditions. As part of this temporary
suspension, the Panel granted the Company until February 2, 2009 to regain
compliance with the minimum bid price requirement.
Item
10. Financial Statements.
Not
applicable.
SIGNATURES
After due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date:
December 19, 2008
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900
NORTH POINT ACQUISITION CORPORATION
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By:
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/s/
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Frederick
C. Kentz III
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Name:
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Frederick
C. Kentz III
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Title:
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President
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HOFFMANN-LA
ROCHE INC.
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By:
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/s/
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Frederick
C. Kentz III
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Name:
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Frederick
C. Kentz III
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Title:
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Vice
President
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EXHIBIT INDEX
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Exhibit
No.
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Description
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(a)(1)(i)
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Offer
to Purchase dated
December
3
, 2008.*
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(a)(1)(ii)
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Letter
of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9).*
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(a)(1)(iii)
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Notice
of Guaranteed Delivery.*
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(a)(1)(iv)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
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(a)(1)(v)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
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(a)(1)(vi)
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Summary
Advertisement dated
December
3
, 2008.*
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(a)(5)(i)
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Press
Release issued by Roche Holding Ltd, dated November 25,
2008.*
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(a)(5)(ii)
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Complaint
filed by Marc Cappello and Jerry W. Burk on December 9, 2008 in the
Superior Court of New Jersey, Chancery Division, Bergen County (Case No.
C-522-08).*
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)(1)
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Agreement
and Plan of Merger, dated as of November 25, 2008, among Memory
Pharmaceuticals Corp., Hoffmann-La Roche Inc. and 900 North Point
Acquisition Corporation (incorporated by reference to the Form 8-K filed
by Memory Pharmaceuticals Corp. on November 25, 2008).
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(d)(2)
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Tender
and Support Agreement, dated as of November 25, 2008, among Hoffmann-La
Roche Inc. and certain stockholders listed on the signature page thereto
(incorporated by reference to the Schedule 14D-9 filed by Memory
Pharmaceuticals Corp. on December 3, 2008).
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(d)(3)
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Confidentiality
Agreement, dated October 29, 2008, between F. Hoffmann-La Roche Ltd and
Memory Pharmaceuticals Corp. (incorporated by reference to the Schedule
14D-9 filed by Memory Pharmaceuticals Corp. on December 3,
2008).
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(e)
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Not
applicable.
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(f)
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Not
applicable.
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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________________
*
Previously filed