Atari Inc - Amended tender offer statement by Issuer (SC TO-I/A)
13 9월 2008 - 5:54AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO-I/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(l) OR 13(e)(l) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Atari, Inc.
(Name of Subject Company (Issuer))
Atari, Inc.
(Name of Filing Person (Offeror))
Options to Acquire Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
Common Stock: 04651M204
(CUSIP Number of Class of Securities)
Kristina Pappa
Vice President and General Counsel
Atari, Inc.
417 Fifth Avenue
New York, New York 10016
(212) 726-6500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copies to:
Thomas C. Janson, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$16,559.30
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$0.65
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*
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Estimated solely for purposes of determining the amount of the filing fee. Pursuant to Rule
0-11(b)(l) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was
calculated assuming that we purchase options to acquire an aggregate of 165,593 shares of
common stock, each with an exercise price greater than $1.68, for $0.10 per option. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, as amended, equals $39.30 per $1,000,000 of the transaction valuation.
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**
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Previously paid.
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o
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Check the box if any part of the fee is offset as
provided by Rule 0-1 l(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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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o
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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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third-party tender offer subject to Rule 14d-1.
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þ
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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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:
o
TABLE OF CONTENTS
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase under “Summary Term Sheet” is incorporated
herein by reference.
Item 2. Subject Company Information.
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(a)
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Name and address.
The name of the issuer is Atari, Inc. (“Atari”). The address of Atari’s
principal executive office is 417 Fifth Avenue, New York, New York 10016. Atari’s telephone
number is (212) 726-6500.
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(b)
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Securities.
The information set forth in the Offer to Purchase under “The Offer—Source and
Amount of Funds” is incorporated herein by reference.
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(c)
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Trading Market and Price.
The information set forth in the Offer to Purchase under “The
Offer—Market and Trading Information” is incorporated herein by reference.
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Item 3. Identity and Background of Filing Person.
Atari is the filing person. Atari’s business address and business telephone number are set forth
in Item 2(a) above. The information set forth in the Offer to Purchase under “The Offer—Interests
of Directors and Executive Officers; Transactions and Arrangements Concerning Shares” is
incorporated herein by reference.
The following persons are the executive officers, directors and/or controlling persons of Atari:
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Name
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Position
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Eugene I. Davis
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Director
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Wendell H. Adair, Jr.
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Director
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Evence-Charles Coppee
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Director
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Bradley E. Scher
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Director
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James B. Schein
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Director
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Jim Wilson
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Chief Executive Officer and President
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Arturo Rodriguez
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Vice President, Controller and Acting Chief Financial Officer
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Timothy Flynn
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Senior Vice President of Sales
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The business address and telephone number of each of the above executive officers and directors is
c/o Atari, Inc., 417 Fifth Avenue, New York, New York 10016, and (212) 726-6500.
2
Item 4. Terms of the Transaction.
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(a)
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Material Terms.
The following sections of the Offer to Purchase contain information
regarding the material terms of the transaction and are incorporated herein by reference:
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•
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Summary Term Sheet
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•
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Questions and Answers about the Offer
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•
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Significant Consequences to Non-Tendering Option Holders
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•
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The Offer
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•
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The Merger
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(b)
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Purchases.
The information set forth in the Offer to Purchase under “The Offer—Interests of
Directors and Executive Officers; Transactions and Arrangements Concerning the Eligible
Options” is incorporated herein by reference.
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Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the Offer to Purchase under “The Offer—Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Eligible Options” is incorporated
herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
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(a)
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Purposes.
The information set forth in the Offer to Purchase under “Summary Term Sheet” and
“The Offer—Purpose of the Tender Offer” is incorporated herein by reference.
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(b)
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Use of Securities Acquired.
The information set forth in the Offer to Purchase under “The
Offer” is incorporated herein by reference.
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(c)
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Plans.
The information set forth in the Offer to Purchase under “The Offer—Purpose of the
Tender Offer” is incorporated herein by reference.
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Item 7. Source and Amount of Funds and Other Consideration.
The information set forth in the Offer to Purchase under “The Offer—Source and Amount of Funds” is
incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
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(a)
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Securities Ownership.
The information set forth in the Offer to Purchase under “The
Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning
the Eligible Options” is incorporated herein by reference.
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(b)
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Securities Transactions.
Not applicable.
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Item 9. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in the Offer to Purchase under “The Offer—Fees and Expenses” is
incorporated herein by reference.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
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(a)
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Agreements
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Regulatory Requirements and Legal Proceedings.
The information set forth in the
Offer to Purchase under “The Offer—Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the Eligible Options,” “The Offer—Legal Matters;
Regulatory Approvals” and “The Merger—Conditions to Completion of the Merger” is incorporated
herein by reference.
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(b)
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Other Material Information.
The information set forth in the Offer to Purchase under
“Significant Consequences To Non-Tendering Option Holders” is incorporated herein by
reference.
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Item 12. Exhibits.
(a)(l)
Offer to Purchase, dated September 5, 2008, as amended
September 12, 2008
(a)(2)
Election to Tender Form, as amended September 12, 2008
*(a)(3)
Cover Letter to the Offer to Purchase
(a)(4)
Form of Withdrawal, as amended September 12, 2008
*(a)(5)
Definitive Proxy Statement, dated September 5, 2008 (Incorporated by reference to the
Schedule 14A filed by Atari,
Inc. on September 5, 2008. For purposes of incorporating by
reference to the Definitive Proxy Statement only, the first
sentence of page D1 in the
Definitive Proxy Statement is hereby
omitted from such incorporation by reference.)
(a)(6) Form
of Notice to Option Holders, dated September 12, 2008.
* Previously filed on Atari's Schedule TO on September 5,
2008.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
4
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.
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ATARI, INC.
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By:
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/s/ Arturo
Rodriguez
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Name:
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Arturo Rodriguez
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Title:
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Vice President, Controller and
Acting Chief Financial Officer
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Dated: September 12, 2008
EXHIBIT INDEX
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(a)(l)
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Offer to Purchase, dated September 5, 2008, as amended September 12, 2008
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(a)(2)
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Election to Tender Form, as amended September 12, 2008
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*(a)(3)
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Cover Letter to the Offer to Purchase
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(a)(4)
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Form of Withdrawal, as amended September 12, 2008
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*(a)(5)
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Definitive Proxy Statement, dated September 5, 2008
(Incorporated by reference to the
Schedule 14A filed by Atari,
Inc. on September 5, 2008. For purposes of incorporating by
reference to the Definitive Proxy Statement only, the first
sentence of page D1 in the
Definitive Proxy Statement is hereby
omitted from such incorporation by reference.)
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(a)(6)
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Form of Notice to Option Holders, dated September 12, 2008
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*
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Previously filed on Atari’s Schedule TO on September 5, 2008.
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