-----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, MnNKFRhpGH3zw+gcLEoSP8yWDydCi+uWq3wzO4CbLLszhI3+RBjE8PVET4YVYpXD ZtoUZAfydeqxP6SMVpTvdg== 0000950123-10-011697.txt : 20100212 0000950123-10-011697.hdr.sgml : 20100212 20100211191905 ACCESSION NUMBER: 0000950123-10-011697 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUIKSILVER INC CENTRAL INDEX KEY: 0000805305 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 330199426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-39442 FILM NUMBER: 10593561 BUSINESS ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 BUSINESS PHONE: 714-889-2200 MAIL ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUIKSILVER INC CENTRAL INDEX KEY: 0000805305 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 330199426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 BUSINESS PHONE: 714-889-2200 MAIL ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 SC TO-C 1 a55144sctovc.htm SC TO-C sctovc
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
QUIKSILVER, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
 
Options to Purchase Common Stock, $0.01 par value
(Title of Class of Securities)
 
74838C106
(CUSIP Number of Class of Securities’ Underlying Common Stock)
 
Charles S. Exon
Chief Administrative Officer, General Counsel and Secretary
Quiksilver, Inc.
15202 Graham Street
Huntington Beach, California 92649
(714) 889-2200
(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
 
Copies to:
Paul A. Rowe, Esq.
O’Neil LLP
19900 MacArthur Boulevard, Suite 1050
Irvine, California 92612
(949) 798-0500
CALCULATION OF FILING FEE
     
Transaction Valuation*   Amount of Filing Fee
     
Not applicable*   Not applicable*
*   A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
 
o   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:
  Not Applicable   Filing Party:   Not Applicable
Form or Registration No.:
  Not Applicable   Date Filed:   Not Applicable
þ   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:
  o   third-party tender offer subject to Rule 14d-1.
 
  þ   issuer tender offer subject to Rule 13e-4.
 
  o   going-private transaction subject to Rule 13e-3.
 
  o   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: o
 
 

 

 

     Attached as Exhibit 99.1 is Quiksilver, Inc.’s (the “Company”) Notice of 2010 Annual Meeting of Stockholders and Definitive Proxy Statement for its 2010 Annual Meeting of Stockholders to be held on March 26, 2010, and the related materials filed with the Securities and Exchange Commission in conjunction with the Notice of 2010 Annual Meeting of Stockholders and Definitive Proxy Statement (the “proxy materials”). The proxy materials contain a proposal submitted for the approval of the Company’s stockholders whereby the Company will undertake an exchange offer pursuant to which certain holders of outstanding stock options (the options eligible for the exchange program are referred to herein as “eligible awards”) with an exercise price at or above the higher of the 52- week high trading price of the Company’s common stock and 150% of the current trading price of the Company’s common stock (each measured from the start date of the exchange program) will be permitted to exchange their eligible awards for a reduced number of replacement stock options to be granted under the Company’s 2000 Stock Incentive Plan (the “exchange program”). The proxy materials do not constitute an offer to holders of options to purchase the Company’s common stock to exchange such options.
     The Company has not commenced the exchange program. At the time the exchange program is commenced, the Company will provide option holders who are eligible to participate in the exchange program with written materials explaining the precise terms and timing of the exchange program. Persons who are eligible to participate in the exchange program should read these written materials carefully when they become available because they will contain important information about the exchange program. The Company will also file these written materials with the Securities and Exchange Commission as part of a tender offer statement upon the commencement of the exchange. The Company’s stockholders and option holders will be able to obtain these written materials and other documents filed by the Company with the Securities and Exchange Commission free of charge from the Company’s website at www.quiksilverinc.com or from the Securities and Exchange Commission’s website at www.sec.gov.
ITEM 12. EXHIBITS
     
EXHIBIT NUMBER   DESCRIPTION
99.1
  Definitive Proxy Statement for 2010 Annual Meeting of Stockholders (filed with the Securities and Exchange Commission on February 11, 2010 and incorporated herein by reference).

 

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