SC 13E3/A 1 a06-25644_1sc13e3a.htm SCHEDULE FILED TO REPORT GOING PRIVATE TRANSACTIONS

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


AMENDMENT NO. 4 TO

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934


INNOVATIVE MICRO TECHNOLOGY, INC.

(Name of the Issuer)

INNOVATIVE MICRO TECHNOLOGY, INC.
(Names of Persons Filing Statement)

COMMON STOCK, $0.0001 PER SHARE
(Title of Class of Securities)

45771R102
(CUSIP Number of Class of Securities)

John S. Foster
Chairman and Chief Executive Officer
Innovative Micro Technology, Inc.
75 Robin Hill Road
Goleta, California 93117
(805) 681-2800

(Name, Address and Telephone Number of Persons Authorized to Receive
Notice and Communications on Behalf of Persons Filing Statement)

with a copy to:
James J. Slaby, Esq.
David I. Sunkin, Esq.
Sheppard Mullin Richter & Hampton LLP
Four Embarcadero Center, 17th Floor
San Francisco, California 94111
(415) 434-9100

This statement is filed in connection with (check the appropriate box):

x                                  The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3 (c) under the Securities Exchange Act of 1934.

o                                    The filing of a registration statement under the Securities Act of 1933.

o                                    A tender offer.

o                                    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:    o

Check the following box if the filing is a final amendment reporting the results of the transaction:   x

Calculation of Filing Fee

Transaction Value*

 

Amount of
Filing Fee**

 

$283,000

 

$

30.28

(1)

 


*                                       For purposes of calculating the filing fee only, this amount assumes the aggregate cash payment of $283,000 by the Issuer in lieu of fractional shares immediately following a 1-for-1,000 reverse stock split to holders of fewer than 1,000 shares of the Issuer’s common stock prior to the reverse stock split.  The aggregate cash payment is equal to the product of the price of $2.15 per pre-split share and 131,628 pre-split shares, the estimated aggregate number of shares held by such holders.

**                                  Determined pursuant to Rule 0-11(b)(1) as the product of 283,000 and one fiftieth of one percent.

o                                    Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Securities Exchange Act of 1934 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.

(1)                                  Previously paid.

 




TABLE OF CONTENTS

Item 1.

 

Summary Term Sheet.

 

 

Item 2.

 

Subject Company Information.

 

 

Item 3.

 

Identity And Background Of The Filing Person.

 

 

Item 4.

 

Terms Of The Transaction.

 

 

Item 5.

 

Past Contacts, Transactions, Negotiations And Agreements.

 

 

Item 6.

 

Purposes Of The Transaction And Plans Or Proposals.

 

 

Item 7.

 

Purposes, Alternatives, Reasons And Effects.

 

 

Item 8.

 

Fairness Of The Transaction.

 

 

Item 9.

 

Reports, Opinions, Appraisals And Negotiations.

 

 

Item 10.

 

Source And Amounts Of Funds Or Other Consideration.

 

 

Item 11.

 

Interest In Securities Of The Subject Company.

 

 

Item 12.

 

The Solicitation Or Recommendation.

 

 

Item 13.

 

Financial Statements.

 

 

Item 14.

 

Persons/Assets, Retained, Employed, Compensated Or Used.

 

 

Item 15.

 

Additional Information.

 

 

Item 16.

 

Exhibits.

 

 

SIGNATURE

 

 

EXHIBIT INDEX

 

 

 

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INTRODUCTION

This Amendment No. 4 (“Amendment”) amends and supplements the Rule 13E-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) filed on August 4, 2006, as amended by Amendment No. 1 to the Schedule 13E-3 filed on September 22, 2006, Amendment No. 2 to the Schedule 13E-3 filed on October 13, 2006, and Amendment No. 3 to the Schedule 13E-3 filed on November 16, 2006  by Innovative Micro Technology, Inc., a Delaware corporation  (the “Company”).  This Amendment is being filed pursuant to Rule 13E-3(d)(3) as a final amendment to the Schedule 13E-3 to report the results of the 1-for-1,000 reverse stock split (the “Reverse Split”), followed immediately by a 1,000-for-1 forward stock split (the “Forward Split” and with the Reverse Split, the “Reverse/Forward Stock Split”).

Stockholders holding shares of the Company’s common stock representing the required majority of votes approved the Reverse/Forward Stock Split by written consent, dated July 24, 2006.  The Company filed (i) a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Split on December 13, 2006 and (ii) a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Forward Split on December 13, 2006.  As a result of the effectiveness of the Reverse/Forward Stock Split, as of 4:02 p.m. (Eastern Daylight Time) on December 13, 2006, (i) stockholders owning fewer than 1,000 shares of the Company’s common stock prior to the consummation of the Reverse Split have the right to receive cash at a price of $2.15 per share owned by such stockholders immediately prior to the Reverse Split, and (ii) stockholders owning 1,000 or more shares of the Company’s common stock immediately prior to the Reverse Split continue to own the same number of shares of the Company’s common stock as they did immediately before the Reverse Split.

Based on information available to the Company, the Reverse/Forward Stock Split reduced the number of record holders of the Company’s common stock to fewer than 300.  The Company intends to file a Form 15 with the Securities and Exchange Commission (the “SEC”) on December 14, 2006 to terminate the registration of the Company’s common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Upon the filing of the Form 15, in absence of action by the SEC, the Company will no longer be required to file periodic reports with the SEC, including annual reports on Form 10-KSB and quarterly reports on Form 10-QSB, and will no longer be subject to the SEC’s proxy rules.

On November 16, 2006, the Company filed Amendment No. 3 to the Information Statement (the “Information Statement”) pursuant to Regulation 14C under the Exchange Act.  A copy of the Information Statement is attached hereto as Exhibit (a).  The information in the Information Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Information Statement and the annexes thereto.  Capitalized terms used but not defined herein have the meanings given to them in the Information Statement.

All references to subsections in the Items below are to the subsection of the applicable Item in Regulation M-A.

Item 1.                          Summary Term Sheet.

The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split” and “Questions and Answers About the Reverse/Forward Stock Split” is incorporated herein by reference.

Item 2.                          Subject Company Information.

(a)           Name and Address.  The information set forth in the Information Statement under the caption “Introduction - The Company” is incorporated herein by reference.  Innovative Micro Technology, Inc. is the subject company.  Its principal executive office is located at 75 Robin Hill Road, Goleta, California 93117 and its telephone number is (805) 681-2800.

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(b)           Securities.  As of July 24, 2006, there were 6,950,013 outstanding shares of common stock, par value $0.0001, of the Company (“Common Stock”).  The information set forth in the Information Statement under the caption “Financial Statements - Price Range of Common Stock; Dividends; Trading Volume” is incorporated herein by reference.

(c)           Trading Market and Price.  There is no established trading market for the Common Stock, and no such market has existed for the past two years (except for limited trading activity).  The information set forth in the Information Statement under the caption “Financial Statements - Price Range of Common Stock; Dividends; Trading Volume” is incorporated herein by reference.

(d)           Dividends.  No dividends have been paid by the Company on its Common Stock during the past two years.  The information set forth in the Information Statement under the caption “Financial Statements — Price Range of Common Stock; Dividends; Trading Volume” is incorporated herein by reference.

(e)           Prior Public Offerings.  None.

(f)            Prior Stock Purchases.  None.

Item 3.                          Identity And Background Of The Filing Person.

(a)           Name and Address.  Innovative Micro Technology, Inc., the subject company is the filing person of this Schedule 13E-3.  The business office address for the Company is 75 Robin Hill Road Goleta, California 93117 and the business telephone number for the Company is (805) 681-2800.  The directors of the Company are:  Dr. John  S. Foster (Chairman), Scott Avila, Dr. Malcolm Currie, Calvin Quate, Eric Sigler, Jose F. Suarez, Barry White, and Dr. Jill Wittels.  The executive officers of the Company are Mr. Foster (Chief Executive Officer) and Peter T. Altavilla (Chief Financial Officer, Controller and Secretary).  The address of each officer and director is 75 Robin Hill Road Goleta, California 93117.  The information set forth in the Information Statement under the captions “Introduction - The Company” and “Introduction - Management” is incorporated herein by reference.

(b)           Business and Background of Entities.  Not applicable.

(c)           Business and Background of Natural Persons.  The information set forth in the Information Statement under the caption “Introduction - Management” is incorporated herein by reference.

Item 4.                          Terms Of The Transaction.

(a)           Material Terms.  The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About the Reverse/Forward Stock Split,” “Structure of the Reverse/Forward Stock Split,” “Special Factors,” “Fairness of the Reverse/Forward Stock Split to Stockholders,” “Description of the Reverse/Forward Stock Split,” “Financing of the Reverse/Forward Stock Split,” “Costs of the Reverse/Forward Stock Split” and “Recommendation of the Board; Fairness of the Reverse/Forward Stock Split — Reservation of Rights” is incorporated herein by reference.

(c)           Different Terms.  The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About the Reverse/Forward Stock Split,” “Structure of the Reverse/Forward Stock Split,” “Special Factors — Potential Disadvantages of the Reverse/Forward Stock Split to Stockholders; Accretion in Ownership and Control of Certain Stockholders,” “Special Factors — Effects of the Reverse/Forward Stock Split,” “Special Factors — Effect of the Reverse/Forward Stock Split on Option Holders,” “Special Factors — Financial Effect of the Reverse/Forward Stock Split,” “Special Factors — Federal Income Tax Consequences of the Reverse/Forward Stock Split,” “Description of the Reverse/Forward Stock Split — Holders as of Effective Date; Net Effect After Reverse/Forward Stock Split,” “Fairness of the Reverse/Forward Stock Split to Stockholders” and “Description of the Reverse/Forward Stock Split — Exchange of Certificates for Cash Payment or Shares” is incorporated herein by reference.

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(d)           Appraisal Rights.  The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About the Reverse/Forward Stock Split” and “Description of the Reverse/Forward Stock Split — Appraisal Rights” is incorporated herein by reference.

(e)           Provisions for Unaffiliated Security Holders.  The information set forth in the Information Statement under the caption “Fairness of the Reverse/Forward Stock Split to Stockholders — Procedural Fairness to All Stockholders” is incorporated herein by reference.

(f)            Eligibility for Listing or Trading.  Not applicable.

Item 5.                          Past Contacts, Transactions, Negotiations And Agreements.

(a)           Transactions.   The information set forth in the Information Statement under the caption “Interests of Certain Persons” is incorporated herein by reference.

(b)           Significant Corporate Events.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Background of the Reverse/Forward Stock Split” and “Interests of Certain Persons” is incorporated herein by reference.

(c)           Negotiations or Contacts.  The information set forth in the Information Statement under the captions “Special Factors — Background of the Reverse/Forward Stock Split,” “Interests of Certain Persons” and “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

(e)           Agreements Involving the Company’s Securities.  The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Special Factors — Background of the Reverse/Forward Stock Split,” “Interests of Certain Persons” and “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

Item 6.                          Purposes Of The Transaction And Plans Or Proposals.

(b)           Use of Securities Acquired.  The Company will make a cash payment of $2.15 per pre-split share of Common Stock in lieu of issuing fractional shares that would otherwise result from the Reverse/Forward Stock Split.  The fractional shares acquired in the Reverse/Forward Stock Split will be retired and returned to the status of authorized but unissued shares of Company Common Stock.

(c)           Plans.

(1)           None.

(2)           None.

(3)           The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Reasons for and Purposes of the Reverse/Forward Stock Split,” “Special Factors — Effects of the Reverse/Forward Stock Split,” “Special Factors — Effect of the Reverse/Forward Stock Split on Option Holders,” “Special Factors — Financial Effect of the Reverse/Forward Stock Split,” and “Conduct of the Company’s Business After the Reverse/Forward Stock Split” are incorporated herein by reference.

(4)           None.

(5)           The information set forth in the Information Statement under the caption “Conduct of the Company’s Business After the Reverse/Forward Stock Split” are incorporated herein by reference.

(6)           Not applicable.

(7)           The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About Reverse/Forward Stock Split,” “Special Factors — Reasons for and Purposes of the Reverse/Forward Stock Split,” “Special Factors — Effects of the Reverse/Forward Stock Split,” “Fairness of the Reverse/Forward Stock Split to Stockholders — Termination of Exchange Act Registration” and “Conduct of the Company’s Business After the Reverse/Forward Stock Split” are incorporated herein by reference.

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(8)           The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About Reverse/Forward Stock Split,” “Special Factors — Reasons for and Purposes of the Reverse/Forward Stock Split,” “Special Factors — Effects of the Reverse/Forward Stock Split,” “Fairness of the Reverse/Forward Stock Split to Stockholders — Termination of Exchange Act Registration” and “Conduct of the Company’s Business After the Reverse/Forward Stock Split” are incorporated herein by reference.

Item 7.                          Purposes, Alternatives, Reasons And Effects.

(a)           Purposes.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Reasons for and Purposes of the Reverse/Forward Stock Split” and “Special Factors — Background of the Reverse/Forward Stock Split” is incorporated herein by reference.

(b)           Alternatives.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Strategic Alternatives Considered” and “Special Factors — Background of the Reverse/Forward Stock Split” is incorporated herein by reference.

(c)           Reasons.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Reasons for and Purposes of the Reverse/Forward Stock Split” and “Special Factors — Background of the Reverse/Forward Stock Split” is incorporated herein by reference.

(d)           Effects.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split,” “Structure of the Reverse/Forward Stock Split,” “Special Factors — Effects of the Reverse/Forward Stock Split,” “Special Factors — Potential Disadvantages of the Reverse/Forward Stock Split to Stockholders; Accretion in Ownership and Control of Certain Stockholders,” “Special Factors — Effect of the Reverse/Forward Stock Split on Option Holders,” “Special Factors — Financial Effect of the Reverse/Forward Stock Split,” “Special Factors — Federal Income Tax Consequences of the Reverse/Forward Stock Split,” “Financing of the Reverse/Forward Stock Split,” “Costs of the Reverse/Forward Stock Split” and “Conduct of the Company’s Business After the Reverse/Forward Stock Split” is incorporated herein by reference.

Item 8.                          Fairness Of The Transaction.

(a)           Fairness.  The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Reasons for and Purposes of the Reverse/Forward Stock Split,” “Special Factors — Strategic Alternatives Considered,” “Special Factors — Background of the Reverse/Forward Stock Split,” “Fairness of the Reverse/Forward Stock Split to Stockholders” and “Recommendation of the Board; Fairness of the Reverse/Forward Stock Split” is incorporated herein by reference.  No director dissented or abstained from voting on the Rule 13e-3 transaction.

(b)           Factors Considered in Determining Fairness.  The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Reasons for and Purposes of the Reverse/Forward Stock Split,” “Special Factors — Strategic Alternatives Considered,” “Special Factors — Background of the Reverse/Forward Stock Split,” “Fairness of the Reverse/Forward Stock Split to Stockholders” and “Recommendation of the Board; Fairness of the Reverse/Forward Stock Split” is incorporated herein by reference.

(c)           Approval of Security Holders.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split” and “Description of the Reverse/Forward Stock Split — Vote Required” is incorporated herein by reference.

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(d)           Unaffiliated Representative.  No director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Rule 13e-3 transaction and/or preparing a report concerning the fairness of the transaction.

(e)           Approval of Directors.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Background of the Reverse/Forward Stock Split,” “Description of the Reverse/Forward Stock Split — Vote Required” and “Recommendation of the Board; Fairness of the Reverse/Forward Stock Split” is incorporated herein by reference.

(f)            Other Offers.  The information set forth in the Information Statement under the caption “Fairness of the Reverse/Forward Stock Split to Stockholders” is incorporated herein by reference.

Item 9.                          Reports, Opinions, Appraisals And Negotiations.

(a)           Report, Opinion or Appraisal.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split,” “Fairness of the Reverse/Forward Stock Split — Fairness Opinion,” “Fairness of the Reverse/Forward Stock Split — Opinion of Imperial Capital” and “Recommendation of the Board; Fairness of the Reverse/Forward Stock Split” and in Annex B and in Exhibit (c.2) hereto is incorporated herein by reference.

(b)           Preparer and Summary of the Report, Opinion or Appraisal.  The information set forth in the Information Statement under the captions “Special Factors — Background of the Reverse/Forward Stock Split,” “Fairness of the Reverse/Forward Stock Split — Fairness Opinion,” “Fairness of the Reverse/Forward Stock Split — Opinion of Imperial Capital” and “Recommendation of the Board; Fairness of the Reverse/Forward Stock Split” and in Annex B and in Exhibit (c.2) hereto is incorporated herein by reference.

(c)           Availability of Documents.  The opinion of Imperial Capital, LLC, which is attached as Annex B to the Information Statement, will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

Item 10.                     Source And Amounts Of Funds Or Other Consideration.

(a)           Source of Funds.  The information set forth in the Information Statement under the caption “Financing of the Reverse/Forward Stock Split” is incorporated herein by reference.

(b)           Conditions.  The information set forth in the Information Statement under the caption “Financing of the Reverse/Forward Stock Split” is incorporated herein by reference.

(c)           Expenses.  The information set forth in the Information Statement under the captions “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Effects of the Reverse/Forward Stock Split,” “Special Factors — Financial Effect of the Reverse/Forward Stock Split” and “Costs of the Reverse/Forward Stock Split” is incorporated herein by reference.

(d)           Borrowed Funds.  Not applicable.

Item 11.                     Interest In Securities Of The Subject Company.

(a)           Security Ownership.  The information set forth in the Information Statement under the captions “Interests of Certain Persons” and “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

(b)           Securities Transactions.  None.

Item 12.                     The Solicitation Or Recommendation.

(d)           Intent to Tender or Vote in a Going-Private Transaction.  The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Background of the Reverse/Forward Stock Split,” “Fairness of the Reverse/Forward Stock Split to Stockholders — Vote Required” and “Recommendation of the Board; Fairness of the Reverse/Forward Stock Split” is incorporated herein by reference.

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(e)           Recommendations of Others.  The information set forth in the Information Statement under the captions “Summary of Terms of Reverse/Forward Stock Split,” “Questions and Answers About the Reverse/Forward Stock Split,” “Special Factors — Background of the Reverse/Forward Stock Split” and “Recommendation of the Board; Fairness of the Reverse/Forward Stock Split” is incorporated herein by reference.

Item 13.                   Financial Statements.

(a)           Financial Statements.

(1)           The information set forth in the Information Statement under the caption “Financial Statements” is incorporated herein by reference.

(2)           The information set forth in the Information Statement under the caption “Financial Statements” is incorporated herein by reference.

(3)           The information set forth in the Information Statement under the caption “Financial Statements” is incorporated herein by reference.

(4)           The information set forth in the Information Statement under the caption “Financial Statements” is incorporated herein by reference.

(b)           Pro Forma Information.

(1)           The information set forth in the Information Statement under the caption “Financial Statements” is incorporated herein by reference.

(2)           The information set forth in the Information Statement under the caption “Financial Statements” is incorporated herein by reference.

(3)           The information set forth in the Information Statement under the caption “Financial Statements” is incorporated herein by reference.

Item 14.                     Persons/Assets, Retained, Employed, Compensated Or Used.

(a)           Solicitations or Recommendations.  The information set forth under the caption “Description of the Reverse/Forward Stock Split — Exchange of Certificates for Cash Payment or Shares” of the Information Statement is incorporated herein by reference.

(b)           Employees and Corporate Assets.  Not applicable.

Item 15.                     Additional Information.

(b)           Other Material Information.  The information set forth in the Information Statement, including all annexes thereto, and each exhibit hereto, is incorporated herein by reference.

Item 16.                     Exhibits.

(a)           The Information Statement on Schedule 14C filed with the Securities and Exchange Commission concurrently with this form is incorporated herein by reference.

(b)           Not applicable.

(c.1)        The Opinion of Imperial Capital, LLC, dated June 8, 2006, filed as Annex B to the Information Statement filed concurrently with this form, is incorporated herein by reference.

(c.2)        The Valuation Analysis prepared by Imperial Capital, LLC, presented to the Board of Directors.

(c.3)        The Appraisal Report, dated February 2, 2004.

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(d)           Not applicable.

(f)            Not applicable.

(g)           Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 

INNOVATIVE MICRO TECHNOLOGY, INC.

 

 

 

 

 

By:

/s/ John S. Foster

 

 

Name: John S. Foster

Dated:  December 14, 2006

 

Title: Chairman and Chief Executive Officer

 

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EXHIBIT INDEX

Exhibit No.

 

Description

(a)*

 

The Information Statement on Schedule 14C (filed with the Securities and Exchange Commission concurrently with this form is incorporated herein by reference).

(c.1)*

 

The Opinion of Imperial Capital, LLC, dated June 8, 2006 (filed as Annex B to the Information Statement filed concurrently with this form is incorporated herein by reference).

(c.2)*

 

The Valuation Analysis prepared by Imperial Capital, LLC, presented to the Board of Directors.

(c.3)*

 

The Appraisal Report, dated February 2, 2004

 


*Previously filed.

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