-----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, MUEJT9y6sSLW43G88VKkDsOELjMEfMxIlo2iC3R5p2xacs9aFZdLeXA288SPnK6E Zw9z4Rfr+olRcHPC9Bd+8g== 0001193125-07-059922.txt : 20070321 0001193125-07-059922.hdr.sgml : 20070321 20070321061242 ACCESSION NUMBER: 0001193125-07-059922 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070321 DATE AS OF CHANGE: 20070321 GROUP MEMBERS: SPYGLASS ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRALINK CORP CENTRAL INDEX KEY: 0000894268 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 841141188 STATE OF INCORPORATION: CO FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48227 FILM NUMBER: 07707788 BUSINESS ADDRESS: STREET 1: 5755 CENTRAL AVENUE STREET 2: SUITE 202E CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034405330 MAIL ADDRESS: STREET 1: 5755 CENTRAL AVENUE STREET 2: SUITE 202E CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POLYCOM INC CENTRAL INDEX KEY: 0001010552 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 943128324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4750 WILLOW ROAD CITY: PLEASANTON STATE: CA ZIP: 94588-2708 BUSINESS PHONE: 9259246000 MAIL ADDRESS: STREET 1: 4750 WILLOW RD CITY: PLEASANTON STATE: CA ZIP: 94588 SC TO-T/A 1 dsctota.htm AMENDMENT NO 3 TO SCHEDULE TO Amendment No 3 to Schedule TO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


SCHEDULE TO

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 


SPECTRALINK CORPORATION

(Name of subject company (Issuer))

 


POLYCOM, INC.

SPYGLASS ACQUISITION CORP.

(Name of Filing Persons (Offerors))

 

Common Stock, par value $0.01 per share   847580107
(Title of classes of securities)   (CUSIP number of common stock)

Michael R. Kourey

Senior Vice President, Finance and Administration and

Chief Financial Officer

Polycom, Inc.

4750 Willow Road

Pleasanton, California 94588

(925) 924-6000

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

 


Copies to:

 

Sayed M. Darwish, Esq.

Vice President, General Counsel and

Secretary

Polycom, Inc.

4750 Willow Road

Pleasanton, California 94588

(925) 924-6000

 

Mark A. Bertelsen, Esq.

N. Anthony Jeffries, Esq.

Michael S. Ringler, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

 


 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

 

¨ Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  x third party tender offer subject to Rule 14d-1

 

  ¨ 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:    ¨

 



This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2007, amends and supplements the Tender Offer Statement on Schedule TO filed with the SEC on February 20, 2007 (the “Initial Statement”), as amended, and relates to the offer by Spyglass Acquisition Corp., a Delaware corporation (the “Offeror”) and wholly-owned subsidiary of Polycom, Inc., a Delaware corporation (the “Parent”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of SpectraLink Corporation, a Delaware corporation (the “Company”), at a purchase price of $11.75 per Share (or any different amount per Share that is paid in the tender offer), net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 20, 2007 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

The Offer is made pursuant to the Agreement and Plan of Merger, dated as of February 7, 2007 (the “Merger Agreement”), among the Offeror, the Parent and the Company.

The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Initial Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information.

Item 11 of the Initial Statement is hereby amended and supplemented by adding the following to the end thereof:

“The Offer expired at 12:00 Midnight, New York City time, on March 20, 2007. The Depositary has advised the Parent that, as of the expiration of the Offer, approximately 17,729,176 Shares (which includes 441,746 Shares that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the Offer, representing approximately 90.0% of the Company’s issued and outstanding Shares. All validly tendered Shares have been accepted for payment in accordance with the terms of the Offer.

The Offeror commenced a three (3) business day subsequent offering period for all remaining Company Shares at 12:01 a.m., New York City time, today. The purpose of the subsequent offering period is to maintain at least 90% of the outstanding Company Shares and to give the Company shareholders who did not tender in the initial offer period the opportunity to participate in the tender offer and receive the $11.75 per share offer price on an expedited basis. During the subsequent offering period, Company Shares will be accepted for payment and purchased promptly as they are tendered.

The subsequent offering period will expire at 12:00 Midnight, New York City time, on Friday, March 23, 2007, unless extended by the Offeror.

Shareholders who tender during the subsequent offering period will receive the same $11.75 per share offer price paid during the initial offer period. Procedures for tendering shares during the subsequent offering period are the same as during the initial offer period, except that shares tendered during the subsequent offering period may not be withdrawn.


On March 21, 2007, the Parent issued a press release announcing the results of the Offer and the commencement of a subsequent offering period. The full text of the March 21, 2007 press release is attached as Exhibit (a)(5)(iv) and is incorporated herein by reference.”

Item 12. Exhibits

Item 12 of the Initial Statement is amended and supplemented by adding the following:

“(a)(5)(iv) Press Release issued by the Parent on March 21, 2007.”


SIGNATURES

After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

SPYGLASS ACQUISITION CORP.
By:   /S/ SAYED M. DARWISH
Name:   Sayed M. Darwish
Title:   President and Secretary
POLYCOM, INC.
By:   /S/ MICHAEL R. KOUREY
Name:   Michael R. Kourey
Title:   Senior Vice President, Finance and Administration and Chief Financial Officer

Dated March 21, 2007

EX-99.(A)(5)(IV) 2 dex99a5iv.htm PRESS RELEASE Press Release

Exhibit (a)(5)(iv)

 

Contact: Michael R. Kourey, CFO
  Polycom, Inc.
  925-924-5742
  mkourey@polycom.com

POLYCOM ANNOUNCES RESULTS OF SPECTRALINK TENDER OFFER

AND COMMENCES SUBSEQUENT OFFERING PERIOD

PLEASANTON, Calif. – March 21, 2007 – Polycom, Inc. (NASDAQ: PLCM) today announced the expiration of the tender offer by its wholly-owned subsidiary, Spyglass Acquisition Corp., for all outstanding shares of SpectraLink Corporation (NASDAQ: SLNK) at a price of $11.75 net per share in cash and the commencement of a three business day subsequent offering period.

As of the expiration of the initial offer period at 12:00 Midnight, New York City time on Tuesday, March 20, 2007, approximately 17,729,176 shares (which includes 441,746 shares that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the tender offer, representing approximately 90.0% of SpectraLink’s issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.

Spyglass Acquisition Corp. commenced a three business day subsequent offering period for all remaining SpectraLink shares at 12:01 a.m. New York City time, today. During the subsequent offering period, SpectraLink shares will be accepted for payment at the same $11.75 per share offer price paid during the initial offer period and purchased promptly as they are tendered.

The subsequent offering period will expire at 12:00 Midnight, New York City time, on Friday, March 23, 2007.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Polycom and Spyglass Acquisition Corp. with the SEC on February 20, 2007. The complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials. In addition, on February 20, 2007, SpectraLink filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (and related materials) and the Solicitation/Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the tender offer. SpectraLink stockholders and other investors are able to obtain copies of these materials without charge from the SEC through the SEC’s website at www.sec.gov, from Innisfree M&A Incorporated, the information agent for the offer, at (877) 750-9496, from Cowen and Company, LLC, the dealer manager for the offer, at (877) 269-3652, from Polycom (with respect to documents filed by Polycom with the SEC), or from SpectraLink (with respect to


documents filed by SpectraLink with the SEC). Stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the offer.

About SpectraLink

SpectraLink, the leader in workplace wireless telephony, delivers the power of mobile voice and messaging applications to businesses worldwide. Seamlessly integrating with VoIP and traditional telephony platforms, SpectraLink's scalable technology provides instant access to people and business-critical information. SpectraLink handsets free on-premises employees to be more accessible, productive and responsive. For more information, visit www.spectralink.com or call 1-800-676-5465.

About Polycom

Polycom, Inc. is the worldwide leader in unified collaborative communications (UCC) that maximize the efficiency and productivity of people and organizations by integrating the broadest array of video, voice, data and Web solutions to deliver the ultimate communications experience. Polycom’s high quality, standards-based conferencing and collaboration solutions are easy to deploy and manage, as well as intuitive to use. Supported by an open architecture, they integrate seamlessly with leading telephony and presence-based networks. With its market driving technologies, best-in-class products, alliance partnerships, and world-class service, Polycom is the smart choice for organizations seeking proven solutions and a competitive advantage in real-time communications and collaboration. For additional information call 1-800-POLYCOM (765-9266) or +1-408-526-9000, or visit the Polycom website at www.polycom.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, actual results could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include risks related to the timing or ultimate completion of the transaction; adverse reactions to the acquisition from shareholders, regulators, customers, suppliers, partners or employees; and other risks that are described from time to time in Polycom’s and SpectraLink’s filings with the Securities and Exchange Commission, including but not limited to the risks described in Polycom’s Annual Report on Form 10-K for the year ended December 31, 2006 and SpectraLink’s Annual Report on Form 10-K for the year ended December 31, 2006. Each of Polycom and SpectraLink assumes no obligation and does not intend to update these forward-looking statements.

Polycom and the Polycom logo are registered trademarks of Polycom in the U.S. and various countries. ©2007, Polycom, Inc. All rights reserved.

SpectraLink and the SpectraLink logo are registered trademarks of SpectraLink in the U.S. and various countries. ©2007, SpectraLink Corporation. All rights reserved.

 

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