SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 5)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Vicor Corporation
(Name of Subject Company (Issuer))
Vicor Corporation (Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, $0.01 per share par value
(Title of Class of Securities)
925815102
(CUSIP Number of Class of Securities)
Patrizio Vinciarelli
Vicor Corporation
25 Frontage Road
Andover, MA 01810
(978) 470-2900
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Gabor Garai, Esquire
Foley & Lardner LLP
111 Huntington Avenue
Boston, MA 02199-7610
(617) 342-4000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $20,000,000 | $2,728 | |
| * | Estimated solely for the purpose of determining the amount of the filing fee. Pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, this amount was calculated assuming that 3,717,472 outstanding shares of common stock, par value $0.01, are being purchased at the maximum possible tender offer price of $5.38 per share. |
| ** | The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction valuation by 0.00013640. |
| x | 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: $2,728 | Filing Party: Vicor Corporation | |
| Form of Registration No.: Schedule TO | Date Filed: November 26, 2012 |
| ¨ | 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:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | 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: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO first filed by Vicor Corporation, a Delaware corporation (“Vicor”), on November 26, 2012, and amended by Amendment No. 1 filed on December 24, 2012, Amendment No. 2 filed on January 24, 2013, Amendment No. 3 filed on February 20, 2013, and Amendment No. 4 filed on February 26, 2013 (as amended, the “Schedule TO”). The Schedule TO relates to the tender offer by Vicor to purchase up to 4,651,162 shares of its common stock, $0.01 per share par value (the “Common Shares”), or such fewer number of Common Shares as are properly tendered and not properly withdrawn, at a price not greater than $5.38 nor less than $4.30 per Common Share, net to the seller in cash, without interest, as specified by stockholders tendering their Common Shares. Vicor’s offer was made on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 26, 2012, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer.
All information in the offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 5, except that such information is hereby amended and supplemented to the extent specifically provided for herein.
| Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
On March 4, 2013, Vicor issued a press release announcing the preliminary results of the Tender Offer, which expired at 5:00 P.M., New York City time, on March 1, 2013. A copy of the press release is filed as Exhibit (a)(5)(H) to the Schedule TO and is incorporated herein by reference.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit to the exhibit index:
(a)(5)(H) Press release announcing the expiration and preliminary results of the Tender Offer, dated March 4, 2013.
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.
| By: | /s/ Patrizio Vinciarelli | |
| Name: | Patrizio Vinciarelli | |
| Title: | Chairman of the Board, President and Chief Executive Officer | |
| Date: | March 4, 2013 | |
EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(1)(A)** | Offer to Purchase, dated November 26, 2012. | |
| (a)(1)(B)** | Letter of Transmittal. | |
| (a)(1)(C)** | Notice of Guaranteed Delivery. | |
| (a)(1)(D)** | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 26, 2012. | |
| (a)(1)(E)** | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 26, 2012. | |
| (a)(2) | None. | |
| (a)(3) | Not applicable. | |
| (a)(4) | Not applicable. | |
| (a)(5)(A)* | Press release announcing the intention to conduct the Tender Offer, dated November 19, 2012 (incorporated by reference from the Company’s Form TO-C filed on November 19, 2012). | |
| (a)(5)(B)** | Press release announcing the commencement of the Tender Offer, dated November 26, 2012. | |
| (a)(5)(C)** | Press release regarding near-term outlook, dated November 26, 2012. | |
| (a)(5)(D)*** | Press release announcing extension of the Tender Offer, dated December 24, 2012. | |
| (a)(5)(E)**** | Press release announcing extension of the Tender Offer, dated January 24, 2013. | |
| (a)(5)(F)***** | Press release earnings conference call and update regarding current and near-term performance, dated February 20, 2013. | |
| (a)(5)(G)† | Press release reporting financial results for the fourth quarter and year ended December 31, 2012, dated February 26, 2013. | |
| (a)(5)(H) | Press release announcing the expiration and preliminary results of the Tender Offer, dated March 4, 2013. | |
| (b) | None. | |
| (c) | None. | |
| (d)(1) | Vicor Corporation Amended and Restated Stock Option and Incentive Plan (incorporated by reference to the Company’s Proxy Statement for its 2002 Annual Meeting of Stockholders, filed on April 29, 2002 (File No. 000-18277). | |
| (d)(2) | Form of Non-Qualified Stock Option under the Vicor Corporation Amended and Restated Stock Option and Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2004 (File No. 000-18277). | |
| (d)(3) | Vicor Corporation 1998 Stock Option and Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8, as amended, under the Securities Act of 1933 (File No. 33-61177). | |
| (d)(4) | Vicor Corporation 1993 Stock Option Plan (incorporated by reference to the Company’s Registration Statement on Form S-8, as amended, under the Securities Act of 1933 (File No. 33-65154). | |
| (e) | None. | |
| (f) | Not applicable. | |
| (g) | None. | |
| (h) | None. | |
| * | Previously filed with the Schedule TO-C on November 19, 2012 |
| ** | Previously filed with the Schedule TO on November 26, 2012 |
| *** | Previously filed with Amendment No. 1 on December 24, 2012 |
| **** | Previously filed with Amendment No. 2 on January 24, 2013 |
| ***** | Previously filed with Amendment No. 3 on February 20, 2013 |
| † | Previously filed with Amendment No. 4 on February 26, 2013 |
Exhibit (a)(5)(H)
Vicor Corporation Announces Preliminary Results of Expired Tender Offer
Boston, MA, March 4, 2013 /MarketWire/ - Vicor Corporation (NASDAQ: VICR) (“Vicor” or the “Company”) announced the preliminary results of its “Modified Dutch Auction” tender offer, which expired at 5:00 P.M., New York City time, on March 1, 2013.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, 2,031,995 shares of Common Stock, including 312,703 shares tendered through notice of guaranteed delivery, were properly tendered and not withdrawn, all of which were tendered at a price at or below $5.38 per share. Based on these preliminary results, Vicor expects to purchase 2,031,995 shares at a price of $5.38 per share for a total cost of approximately $10.9 million, excluding fees and expenses relating to the tender offer.
The number of shares to be purchased and the price per share are preliminary. The determination of the final number of shares to be purchased is subject to confirmation by the depositary of the proper delivery of the shares properly tendered and not withdrawn. The actual number of outstanding shares properly tendered and not withdrawn, the number of shares to be purchased in the tender offer, the final price per share for shares purchased in the tender offer, and the number of shares of Common Stock to be outstanding after payment for the tendered shares will be announced promptly following the completion of the confirmation process. Payment for the shares accepted for purchase will occur promptly thereafter. Payment for shares will be made in cash, without interest. Vicor will fund the purchase of the shares in the tender offer from cash on hand.
Vicor may purchase additional shares in the future in the open market subject to market conditions. Vicor may also purchase shares in private transactions, tender offers or otherwise. However, under applicable securities laws, Vicor may not repurchase any shares until after March 15, 2013. Any possible future purchases by Vicor will depend on many factors, including the market price of the shares, the results of the tender offer, Vicor’s business and financial position, and general economic and market conditions.
Georgeson Inc. serves as information agent for the tender offer. Questions and requests for assistance may be directed to the information agent at (888) 605-7561.
About Vicor Corporation
Vicor designs, develops, manufactures and markets modular power components, power management and complete power systems based upon a portfolio of patented technologies. Headquartered in Andover, Massachusetts, Vicor sells its products primarily to customers in the higher performance, higher power segments of the power systems market, including aerospace and defense electronics, enterprise and high performance computing, industrial equipment and automation, telecommunications and network infrastructure, and vehicles and transportation markets.
Contact:
James A. Simms
Chief Financial Officer
Telephone: 978-470-2900
Facsimile: 978-749-3439