-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JruTGhOGyyp2+q9Jlj/KHk+upL08OXbE7EKK3yOZXTHviXqkY7PvR54UU+X4ZDNq BWllOIwmZ2CHU5UVqeexAw== 0001104659-10-054028.txt : 20101027 0001104659-10-054028.hdr.sgml : 20101027 20101027165037 ACCESSION NUMBER: 0001104659-10-054028 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101008 FILED AS OF DATE: 20101027 DATE AS OF CHANGE: 20101027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cogent, Inc. CENTRAL INDEX KEY: 0001289434 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 954305768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 639 NORTH ROSEMEAD BLVD STREET 2: BUILDING 1 CITY: PASADENA STATE: CA ZIP: 91107 BUSINESS PHONE: 626-325-9600 MAIL ADDRESS: STREET 1: 639 NORTH ROSEMEAD BLVD STREET 2: BUILDING 1 CITY: PASADENA STATE: CA ZIP: 91107 FORMER COMPANY: FORMER CONFORMED NAME: Cogent Systems, INC DATE OF NAME CHANGE: 20040505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3M CO CENTRAL INDEX KEY: 0000066740 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50947 FILM NUMBER: 101145354 BUSINESS ADDRESS: STREET 1: 3M CENTER STREET 2: BLDG. 220-11W-02 CITY: ST PAUL STATE: MN ZIP: 55144-1000 BUSINESS PHONE: 6517332204 MAIL ADDRESS: STREET 1: 3M CENTER STREET 2: BLDG. 220-11W-02 CITY: ST. PAUL STATE: MN ZIP: 55144-1000 FORMER NAME: FORMER CONFORMED NAME: MINNESOTA MINING & MANUFACTURING CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ventura Acquisition Corp CENTRAL INDEX KEY: 0001504415 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50947 FILM NUMBER: 101145355 BUSINESS ADDRESS: STREET 1: 3M CENTER CITY: ST. PAUL STATE: MN ZIP: 15444 BUSINESS PHONE: (651) 733-2204 MAIL ADDRESS: STREET 1: 3M CENTER CITY: ST. PAUL STATE: MN ZIP: 15444 3 1 a3.xml 3 X0203 3 2010-10-08 0 0001289434 Cogent, Inc. COGT 0000066740 3M CO 3M CENTER ST. PAUL MN 55144-1000 0 0 1 0 0001504415 Ventura Acquisition Corp 3M CENTER ST. PAUL MN 55144-1000 0 0 1 0 Common Stock 64921969 I See Explanation of Responses This statement is being filed by 3M Company ("3M") and Ventura Acquisition Corporation ("Purchaser" and, together with 3M, the "Reporting Persons"). Purchaser is a wholly-owned subsidiary of 3M. As of October 26, 2010, Purchaser beneficially owned directly, and 3M may be deemed to have beneficially owned indirectly, an aggregate of 64,921,969 shares of common stock, par value $0.001 per share (the "Shares") of Cogent, Inc. (the "Issuer"). As disclosed in the Schedule TO filed with the Securities and Exchange Commission by 3M on September 10, 2010, as amended and supplemented, 3M, Purchaser and the Issuer entered into an Agreement and Plan of Merger dated August 29, 2010 (the "Merger Agreement"). Pursuant to the Merger Agreement, 3M and Purchaser commenced a tender offer to purchase all of the outstanding Shares at a purchase price of $10.50 per Share on September 10, 2010 (the "Initial Offering Period"). The Initial Offering Period expired at 12:00 midnight, New York City time, on Thursday, October 7, 2010. (Continued in Footnote 4) On October 8, 2010, 3M and Purchaser commenced a subsequent offering period for all remaining untendered Shares (the "Subsequent Offering Period"). The Subsequent Offering Period was scheduled to expire at 12:00 midnight, New York City time, on Friday, October 22, 2010. On October 25, 2010, 3M and Purchaser extended the Subsequent Offering Period for all remaining untendered Shares. The extended Subsequent Offering Period expired at 5:00 p.m., New York City time, on Tuesday, October 26, 2010. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares in excess of such amounts. 3M COMPANY by Gregg M. Larson, Deputy General Counsel and Secretary 2010-10-26 VENTURA ACQUISITION CORPORATION by Michael P. Delkoski, President and Director 2010-10-26 -----END PRIVACY-ENHANCED MESSAGE-----