Amendment No. 1 to Schedule TO

0001193125-12-347414.txt : 20120809 0001193125-12-347414.hdr.sgml : 20120809 20120809155200 ACCESSION NUMBER: 0001193125-12-347414 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120809 DATE AS OF CHANGE: 20120809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SURMODICS INC CENTRAL INDEX KEY: 0000924717 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411356149 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55203 FILM NUMBER: 121020296 BUSINESS ADDRESS: STREET 1: 9924 W 74TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128292700 MAIL ADDRESS: STREET 1: 9924 WEST 74TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: BSI CORP DATE OF NAME CHANGE: 19970506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SURMODICS INC CENTRAL INDEX KEY: 0000924717 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411356149 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 9924 W 74TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128292700 MAIL ADDRESS: STREET 1: 9924 WEST 74TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: BSI CORP DATE OF NAME CHANGE: 19970506 SC TO-I/A 1 d394320dsctoia.htm AMENDMENT NO. 1 TO SCHEDULE TO Amendment No. 1 to Schedule TO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SurModics, Inc.

(Name Of Subject Company (Issuer) And Filing Person (Offeror))

Common Stock, par value $0.05 per share

(Title of Class of Securities)

868873100

(CUSIP Number of Common Stock)

Bryan K. Phillips, Esq.

Senior Vice President, General Counsel and Secretary

9924 West 74^th Street

Eden Prairie, Minnesota 55344

(952) 500-7000

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

With a copy to:

Douglas P. Long, Esq.

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South 7^th Street

Minneapolis, Minnesota 55402

(612) 766-7000

CALCULATION OF FILING FEE



Transaction Valuation*		Amount Of Filing Fee**
$55,000,000		$6,303.00

*	The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $55 million in aggregate of up to 3,235,294 shares of common stock, $0.05 par value, at the minimum tender offer price of $17.00 per share.

**	Previously Paid. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 3 for fiscal year 2012, equals $114.60 per million dollars of the value of the transaction.

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:

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: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

SCHEDULE TO

This Amendment No. 1 to Schedule TO (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO, and the Offer to Purchase dated August 6, 2012 filed as exhibit (a)(1)(i) thereto, originally filed with the United States Securities and Exchange Commission (the “SEC”) by SurModics, Inc., a Minnesota corporation (“SurModics” or the “Company”) on August 6, 2012, in connection with the Company’s offer to purchase up to $55 million in value of shares of its common stock, $0.05 par value per share (the “Shares”), at a price not greater than $19.00 nor less than $17.00 per Share, to the seller in cash, less any applicable withholding taxes and without interest.

Only those items amended are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO and the Offer to Purchase remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON

(a) Section (a) of Item 3 is amended and supplemented as follows:

The table under the sub-heading entitled “Incorporation by Reference” in Section 10 (“Certain Information Concerning Us”) of the Offer to Purchase is hereby amended and replaced in its entirety with the following:


SEC Filings		Date Filed
Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended September 30, 2011		December 14, 2011 (10-K) February 14, 2012 (10-K/A)

Quarterly Reports on Form 10-Q		February 14, 2012, May 10, 2012 and August 9, 2012

Current Reports on Form 8-K		November 21, 2011, February 6, 2012, February 10, 2012, May 8, 2012, August 1, 2012 and August 6, 2012

Definitive Proxy Statement for our 2012 annual meeting of shareholders		December 22, 2011

ITEM 11.

ADDITIONAL INFORMATION

(a) Section (a) of Item 11 is amended and supplemented as follows:


SEC Filings		Date Filed
Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended September 30, 2011		December 14, 2011 (10-K) February 14, 2012 (10-K/A)

Quarterly Reports on Form 10-Q		February 14, 2012, May 10, 2012 and August 9, 2012

Current Reports on Form 8-K		November 21, 2011, February 6, 2012, February 10, 2012, May 8, 2012, August 1, 2012 and August 6, 2012

Definitive Proxy Statement for our 2012 annual meeting of shareholders		December 22, 2011

ITEM 12.

EXHIBITS

Item 12 is amended and supplemented by adding the following exhibit:


(d)(22)		Letter from Starboard Value and Opportunity Fund Ltd. dated August 4, 2012.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.


	SurModics, Inc.

Dated: August 9, 2012	By:	/s/ Gary R. Maharaj
	Name:	Gary R. Maharaj
	Title:	President and Chief Executive Officer

EX-99.D.22 2 d394320dex99d22.htm LETTER FROM STARBOARD VALUE AND OPPORTUNITY FUND LTD. Letter from Starboard Value and Opportunity Fund Ltd.

Exhibit (d)(22)

August 4, 2012

SurModics, Inc.

9924 West 74th Street

Eden Prairie, MN 55344

Dear Board of Directors:

In connection with the modified “Dutch auction” tender offer (the “Offer”) proposed to be made by SurModics, Inc (the “Company”), as announced by the Company on August 1, 2012, the undersigned hereby agrees that if the undersigned is an “interested shareholder,” as defined in the Minnesota Business Corporation Act (the “MBCA”), immediately prior to the time that shares of the Company’s common stock are accepted for payment in the Offer, the undersigned will tender in the Offer no more than the maximum number of shares of common stock purchasable by the Company under Section 302A.673 of the MBCA.

Sincerely,

Starboard Value and Opportunity Fund Ltd.

By: /s/ Jeff Smith

Name: Jeff Smith

Its: Authorized Signatory