sctovc

0000950123-10-078886.txt : 20100818 0000950123-10-078886.hdr.sgml : 20100818 20100818171309 ACCESSION NUMBER: 0000950123-10-078886 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100818 DATE AS OF CHANGE: 20100818 GROUP MEMBERS: DELL TRINITY HOLDINGS CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3PAR Inc. CENTRAL INDEX KEY: 0001408501 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 770510671 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-83579 FILM NUMBER: 101026272 BUSINESS ADDRESS: STREET 1: 4209 TECHNOLOGY DRIVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 510-413-5999 MAIL ADDRESS: STREET 1: 4209 TECHNOLOGY DRIVE CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER COMPANY: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 SC TO-C 1 d75313bsctovc.htm SC TO-C sctovc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

3PAR Inc.

(Name of Subject Company (Issuer))

Dell Trinity Holdings Corp.

(Offeror)

an indirect, wholly-owned subsidiary of

Dell Inc.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.001 par value per share
(Title of Class of Securities)

88580F 10 9
(CUSIP Number of Class of Securities)

Lawrence P. Tu
Senior Vice President and General Counsel
One Dell Way
Round Rock, Texas 78682
Phone (512) 338-4400

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing
persons)

Copies to:

Jeffrey J. Rosen
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

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.

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: None		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

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:

	þ		Third-party tender offer subject to Rule 14d-1.

	o		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

SCHEDULE TO

This filing on Schedule TO relates to a planned tender offer by Dell Trinity Holdings Corp. (the “Purchaser”), a Delaware corporation and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), to purchase all outstanding shares of Common Stock, par value $0.001 per share, of 3PAR Inc., a Delaware corporation (“3PAR”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell, the Purchaser and 3PAR.

The planned tender offer described in this document and the exhibits hereto has not yet commenced and this document and the exhibits hereto are not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell and the Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Item 12. Exhibits


Exhibit		Exhibit Name
99.1		Emails responding to various 3Par employees

99.2		Email distributed to EqualLogic users and customers on August 18, 2008

EX-99.1 2 d75313bexv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

Thanks for your note.

We’re looking forward to working with you again. J

Michael

The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Thanks for your note.

We’re really excited about the opportunities ahead. J

Michael

Thanks for your note.

We’re looking forward to changing the storage industry together. J

Michael

EX-99.2 3 d75313bexv99w2.htm EX-99.2 exv99w2

Exhibit 99.2

If you were anywhere near your computer yesterday, you’ve likely heard the big news. We announced our intent to acquire 3PAR. Closing remains subject to customary closing conditions.

I’m really excited about what this means for Dell storage and I wanted to send you a personal note explaining what this will mean for our portfolio.

First and foremost, we will continue to invest in Dell EqualLogic. We’ve grown EqualLogic to an $800M run rate business, and to grow the business further, we’ll continue to invest in R&D required to maintain our position as the industry’s best entry and mid-range SAN solution. I’m excited about 3PAR because, once the transaction is finalized, it will add to Dell’s ability to give our customers even more choice and flexibility at every storage tier from DAS to high-end Fibre Channel SANs. In fact, 3PAR is a natural extension of the strategy we’ve been executing for some time:

	•		We have aligned our storage offerings over the last four years to provide our customers with choice and value, moving from a reseller to a solutions provider.

	•		We will have the broadest storage line up in the industry. Between EqualLogic, PowerVault, 3PAR and EMC we will be positioned to provide exactly the right solution to meet our customers’ needs.

	•		3PAR will provide an efficient, scale-out architecture that is tailor made for public and private cloud computing, and it features technology like persistent cache and persistent connectivity of the nodes and drives to provide great enterprise-level availability.

	•		3PAR is a natural extension of Dell’s recent acquisitions and will add additional muscle to the company’s Intelligent Data Management (IDM) story. In fact, 3PAR had a number of joint customers with Exanet and is qualified with virtual resource manager Scalent, two of the recent additions to our portfolio.

This acquisition, when completed, will enhance our position in the storage industry, enabling us to compete more effectively. Ultimately, that’s what makes me excited ... delivering the best solutions for our customers!

As you can tell, we’re serious about this market, and we want to cement our place as leaders. However, we can only (and have only) done that through your continued support and passion. We want to be open about how we move forward on this, so please let me know what questions you have. The Dell storage team is really looking forward to the road ahead!

Note: The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitaion/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website.