-----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, F/Z/KZe8Ky+My2fbrqYjtEzeY9mkiHTrYUDQHSvKQxEVds2vu0hazDDgPZognUDu RINCnn/xEdq8riCbo95YhA== 0000950123-09-040203.txt : 20090901 0000950123-09-040203.hdr.sgml : 20090901 20090901172710 ACCESSION NUMBER: 0000950123-09-040203 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090901 DATE AS OF CHANGE: 20090901 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATMEL CORP CENTRAL INDEX KEY: 0000872448 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770051991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41870 FILM NUMBER: 091049307 BUSINESS ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084410311 MAIL ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATMEL CORP CENTRAL INDEX KEY: 0000872448 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770051991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084410311 MAIL ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 SC TO-I/A 1 f52892a2sctoviza.htm AMENDMENT TO SC TO-I sctoviza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 2 to
SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
ATMEL CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
 
Options to Purchase Common Stock, $0.001 par value
(Title of Class of Securities)
 
049513104
(CUSIP Number of Class of Securities’ Underlying Common Stock)
 
Patrick Reutens
Senior Vice President, Chief Legal Officer and Secretary
Atmel Corporation
2325 Orchard Parkway
San Jose, California 95131
(408) 441-0311
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
 
Copies to:
Jose F. Macias, Esq.
John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
           
 
  Transaction Valuation*     Amount of Filing Fee  
  $51,496,009     $2,873.48  
 
 
*   Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 12,650,365 shares of common stock of Atmel Corporation having an aggregate value of $51,496,009 as of July 28, 2009 will be exchanged or cancelled pursuant to this offer. The aggregate value of such securities was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of the value of this transaction.
þ   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:
   $2,873.48
Form or Registration No.:
  Schedule TO (file no. 005-41870)
Filing party:
  Atmel Corporation
Date filed:
  August 3, 2009
o   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: þ
 
 

 

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Item 4. Terms of the Transaction
SIGNATURE
INDEX TO EXHIBITS

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Amendment No. 2 to Schedule TO
     This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed with the Securities and Exchange Commission on August 3, 2009, as amended and supplemented by Amendment No. 1 filed on August 19, 2009, relating to an offer by Atmel Corporation, a Delaware corporation (“Atmel” or the “Company”), to exchange (the “Exchange Offer”) certain options to purchase shares of the Company’s common stock.
     This Amendment No. 2 is the final amendment to the Schedule TO and is made to report the results of the Exchange Offer. This Amendment No. 2 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Except as specifically provided here, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO.
Item 4. Terms of the Transaction.
     Item 4 of the Schedule TO is hereby amended by adding the following sentences:
     The Exchange Offer expired at 9:00 p.m., Pacific Time, on August 28, 2009. Pursuant to the terms of the Exchange Offer, Atmel accepted for exchange options to purchase an aggregate of 9,484,401 shares of the Company’s common stock, representing approximately 75% of the total options eligible for exchange. A total of 959 eligible employees participated in the Exchange Offer. In exchange for such options, Atmel granted options to purchase an aggregate of 1,353,672 shares of the Company’s common stock (the “new options”) and issued an aggregate of 2,296,518 restricted stock units. The exercise price per share of the new options is $4.23, which represents the fair market value of a share of the Company’s common stock on August 28, 2009.

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SIGNATURE
     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.
         
  ATMEL CORPORATION
 		  
  /s/ Patrick Reutens    
  Patrick Reutens   
  Senior Vice President, Chief Legal Officer and Secretary   
 
Date: September 1, 2009

 

Table of Contents

INDEX TO EXHIBITS
     
Exhibit    
Number   Description
 
    
(a)(1)(A)*
  Offer to Exchange Certain Outstanding Options for New Awards, dated August 3, 2009, as amended August 19, 2009.
 
    
(a)(1)(B)*
  Email to all eligible employees from Steven Laub, dated August 3, 2009.
 
    
(a)(1)(C)*
  Election form.
 
    
(a)(1)(D)*
  Withdrawal form.
 
    
(a)(1)(E)*
  Forms of confirmation email of receipt of election or withdrawal form.
 
    
(a)(1)(F)*
  Form of reminder email.
 
    
(a)(1)(G)*
  Screenshots of Exchange Offer website.
 
    
(a)(1)(H)*
  Screenshot of E*TRADE website.
 
    
(b)
  Not applicable.
 
    
(d)(1)
  2005 Stock Plan (as amended) (which is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 27, 2009, Commission File No. 0-19032).
 
    
(d)(2)*
  Rules of the Atmel Corporation 2005 Stock Plan for the Grant of Options and Restricted Stock Units for Participants in France.
 
    
(d)(3)*
  2005 Stock Plan—Forms of option agreements for new awards.
 
    
(d)(4)*
  2005 Stock Plan—Forms of RSU agreements for new awards.
 
    
(g)
  Not applicable.
 
    
(h)
  Not applicable.
 
*   Previously Filed.

 

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