-----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, LB6BUKJ/o75GYQTWzzbIOJ/fLuneFxfwcMi2pt1hYMcxZPSmPES5Lvam1V7TS9ea pxOtzWCchMTP6zDFzU9Cvg== 0000950134-09-008484.txt : 20090427 0000950134-09-008484.hdr.sgml : 20090427 20090427163358 ACCESSION NUMBER: 0000950134-09-008484 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090427 DATE AS OF CHANGE: 20090427 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-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-41870 FILM NUMBER: 09772907 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-C 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-C 1 f52220sctovc.htm SCHEDULE TO-C sctovc
Table of Contents

 
 
UNITED STATES
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
ATMEL CORPORATION
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Options to Purchase Common Stock, $0.001 par value
(Title of Class of Securities)
049513104
(CUSIP Number of Class A Common Stock Underlying Class of Securities)
 
Patrick Reutens, Esq.
Atmel Corporation
2325 Orchard Parkway
San Jose, CA 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.
Richard C. Blake, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
Tel: (650) 493-9300
 
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.
Form or Registration No.:
  Not applicable.
Filing party:
  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
 
 

TABLE OF CONTENTS

Item 12. Exhibits
EX-99.1

Table of Contents

     On April 27, 2009, Steven Laub, the President and Chief Executive Officer of Atmel Corporation (“Atmel”), sent an e-mail to Atmel’s employees regarding Atmel’s intention to seek stockholder approval of an amendment to Atmel’s 2005 Stock Plan to permit Atmel to undertake a one-time option exchange program as described in Atmel’s Proxy Statement for its Annual Meeting of Stockholders to be held on May 20, 2009. The e-mail does not constitute an offer to holders of eligible options to exchange such options. The text of the e-mail is attached as Exhibit 99.1 and incorporated herein by reference.
     The option exchange program has not yet commenced.  At the time the program begins, if at all, Atmel will provide eligible employees with written materials explaining the precise terms and timing of the program.  If you are eligible to participate in the option exchange program, you should read these written materials carefully when they become available because these materials will contain important information about the program.  Upon the commencement of the program, Atmel will also file these written materials with the Securities and Exchange Commission as part of a tender offer statement.  Atmel’s stockholders and optionholders will be able to obtain these written materials and other documents filed by Atmel with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov.
Item 12. Exhibits.
     
Exhibit No.   Description
 
    
99.1
  E-mail to employees from Steven Laub, dated April 27, 2009

 

EX-99.1 2 f52220exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
     
To:
  Atmel Employees
From:
  Steven Laub
Date:
  April 27, 2009
Subject:
  Stock Option Exchange Program
     Dear Fellow Atmel Employee,
     At this year’s Annual Meeting on May 20, we will be asking our shareholders to approve a proposal that would allow for a one-time stock option exchange program for employees other than our named executive officers.
     As you know, Atmel’s Board of Directors has long viewed equity based compensation as a key component of the Company’s incentive and retention programs.  As a result of challenges facing the semiconductor industry and the deterioration of the global economy, the Company has experienced a substantial decline in its stock price.  Thus, despite our progress executing the Company’s transformation plan, employees hold a significant number of options that are underwater.
     Atmel’s Board believes that the proposed stock option exchange program would provide eligible employees a meaningful incentive that is aligned with the interests of our shareholders.  Additional details about the proposed plan are available in the Company’s proxy materials, which can be found in the IR section of our website (http://atml.client.shareholder.com/sec.cfm).  Should shareholders approve this exchange program, we will be sending more information to eligible employees.
     I appreciate the work you do on behalf of the Company and I am pleased that the Board of Directors has proposed this stock option exchange program for our employees.  This proposed option exchange program is one way the Board and management are acting to support your efforts and the interests of all of our shareholders.
     Sincerely,
     Steven Laub
     President and Chief Executive Officer
*****
     The option exchange program has not yet commenced.  At the time the program begins, if at all, Atmel will provide eligible employees with written materials explaining the precise terms and timing of the program.  If you are eligible to participate in the option exchange program, you should read these written materials carefully when they become available because these materials will contain important information about the program.  Upon the commencement of the program, Atmel will also file these written materials with the Securities and Exchange Commission as part of a tender offer statement.  Atmel’s stockholders and optionholders will be able to obtain these written materials and other documents filed by Atmel with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov.

 

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