-----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, AMvYVuilRid1CeQW6nMWtt/X0IWLpYPBTdy97Y57S/0UjycgLLDGjUsNSjQwkuWf HmOS4tK/sglHb20+ziPeXA== 0001193125-08-144224.txt : 20080630 0001193125-08-144224.hdr.sgml : 20080630 20080630172432 ACCESSION NUMBER: 0001193125-08-144224 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIRAGE LOGIC CORP CENTRAL INDEX KEY: 0001050776 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770416232 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60203 FILM NUMBER: 08926902 BUSINESS ADDRESS: STREET 1: 47100 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5103608000 MAIL ADDRESS: STREET 1: 47100 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIRAGE LOGIC CORP CENTRAL INDEX KEY: 0001050776 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770416232 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 47100 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5103608000 MAIL ADDRESS: STREET 1: 47100 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 SC TO-I/A 1 dsctoia.htm AMENDMENT NO. 2 TO SC TO-I Amendment No. 2 to SC TO-I

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

(Rule 13e-4)

(Amendment No. 2)

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

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

VIRAGE LOGIC CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.001 Per Share

Stock Settled Appreciation Rights

(Title of Class of Securities)

92763R104

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

 

 

Christine Russell

Vice President of Finance and Chief Financial Officer

Virage Logic Corporation

47100 Bayside Parkway

Fremont, California 94538

(510) 360-8000

 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copy to:

Esmé C. Smith

Jones Day

1755 Embarcadero Road

Palo Alto, California 94303             

 

 

CALCULATION OF FILING FEE

 

Transaction valuation*

  

Amount of filing fee*

$6,453,862   $253.64

 

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,079,975 shares of common stock of Virage Logic Corporation and 1,125,000 stock settled appreciation rights, which options and stock settled appreciation rights have an approximate aggregate value of $6,453,862, will be exchanged for restricted stock units pursuant to the terms of this offer. The aggregate value of such options was calculated based on the Black-Scholes valuation methodology, as of May 22, 2008. This amount was previously paid.

 

x Check 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: $253.64

         Form or Registration No.: Schedule TO (File

         No. 005-60203)

  

Filing party: Virage Logic Corporation

Date filed: May 29, 2008

¨ 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.

 

  x 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:  x

INTRODUCTORY STATEMENT

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Virage Logic Corporation, a Delaware corporation (“Virage Logic”), with the Securities and Exchange Commission (the “SEC”) on May 29, 2008, as amended by Amendment No. 1 to Schedule TO filed by Virage Logic with the SEC on June 11, 2008, relating to Virage Logic’s offer to exchange any or all outstanding options to purchase its common stock (“Options”) and stock settled appreciation rights (“SSARs”) held by certain eligible employees of Virage Logic, whether vested or unvested, out-of-the-money or in-the-money, for restricted stock units (the “Offer”), all as set forth under the Offer to Exchange Certain Outstanding Options and Stock Settled Appreciation Rights for Restricted Stock Units dated May 29, 2008, as amended June 11, 2008 (the “Offer to Exchange”), a copy of which was filed with the SEC as Exhibit (a)(1)(A) to Amendment No. 1 to Schedule TO on June 11, 2008, which is incorporated herein by reference.

This Amendment No. 2 is (1) the final amendment to the Schedule TO, (2) made to report the results of the Offer and (3) filed in satisfaction of the reporting requirements of Rule 13e-4(e)(4) promulgated under the Securities Exchange Act of 1934. Except as amended or supplemented hereby, all terms of the Schedule TO and the Offer to Exchange and all disclosure set forth in the Schedule TO and exhibits thereto remain unchanged. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Offer to Exchange.

 

Item 4. Terms of the Transaction.

(a) This Amendment No. 2 hereby amends Item 4(a) of the Schedule TO by adding the following paragraph:

“The Offer expired at 5:00 p.m., Pacific Time (U.S.), on June 27, 2008. Pursuant to the Offer, on June 30, 2008, Virage Logic accepted for exchange and cancelled Options to purchase 997,799 shares of Virage Logic common stock, representing approximately 48% of the shares subject to all Options that were eligible for exchange in the Offer, and 380,961 SSARs, representing approximately 34% of the SSARs that were eligible for exchange in the Offer. Subject to the terms and conditions of the Offer, on June 30, 2008, Virage Logic granted an aggregate of 335,060 restricted stock units in exchange for such tendered Options and SSARs.”

 

Item 12. Exhibits.

 

    

Exhibit No.

   

Document

**    (a)(1)(A)    Offer to Exchange Certain Outstanding Options and Stock Settled Appreciation Rights for Restricted Stock Units, dated May 29, 2008, as amended June 11, 2008.
*    (a)(1)(B)    Memorandum from our President and CEO to Employees, dated May 29, 2008.
*    (a)(1)(C)    Election Form.
*    (a)(1)(D)    Withdrawal Form.
*    (a)(1)(E)    Form of Confirmation E-mail to Employees.
*    (a)(1)(F)    Forms of Reminder E-mails to Employees.
*    (a)(1)(G)    Form of Acknowledgment of Receipt of Documents Relating to the Offer to Exchange.
*    (a)(1)(H)    Form of Notice of Acceptance of Exchanged Options and Exchanged SSARs.

   (a)(1)(I)    Form of Restricted Stock Unit Agreement for U.S. Employees under the Virage Logic Corporation 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.6 of Virage Logic Corporation’s Registration Statement on Form S-8 (File No. 333-151236), filed with the Securities and Exchange Commission on May 29, 2008).
   (a)(1)(J)    Form of Restricted Stock Unit Agreement for U.K. Employees under the Virage Logic Corporation 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.7 of Virage Logic Corporation’s Registration Statement on Form S-8 (File No. 333-151236), filed with the Securities and Exchange Commission on May 29, 2008).
*    (a)(1)(K)    Form of Option/SSAR to RSU Calculator.
   (a)(2)    Virage Logic Corporation Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the Securities and Exchange Commission on December 14, 2007.
   (a)(3)    Virage Logic Corporation Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2007, filed with the Securities and Exchange Commission on February 11, 2008.
   (a)(4)    Virage Logic Corporation Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008, filed with the Securities and Exchange Commission on June 12, 2008.
   (b)    Not applicable.
   (d)(1)    Virage Logic Corporation 1997 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of Virage Logic Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001).
   (d)(2)    Form of Option Agreement under the Virage Logic Corporation 1997 Equity Incentive Plan, as amended (incorporated by reference to Appendix B of Virage Logic Corporation’s Definitive Proxy Statement filed on January 13, 2005).
   (d)(3)    Amended and Restated In-Chip Systems, Inc. 2001 Incentive and Non-Statutory Stock Option Plan (incorporated by reference to Exhibit 10.32 of Virage Logic Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002).
   (d)(4)    Virage Logic Corporation 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 of Virage Logic Corporation’s Registration Statement on Form S-8 (File No. 333-151236), filed with the Securities and Exchange Commission on May 29, 2008).
   (d)(5)    Form of Notice of Grant of Stock Options under the Virage Logic 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.32 of Virage Logic Corporation’s Quarter Report on Form 10-Q for the fiscal quarter ended December 31, 2001).

 

2

(d)(6)    Form of Notice of Grant of Stock Settled Appreciation Right under the Virage Logic 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.5 of Virage Logic Corporation’s Registration Statement on Form S-8 (File No. 333-151236), filed with the Securities and Exchange Commission on May 29, 2008).
(g)    Not applicable.
(h)    Not applicable.

 

* Exhibit previously filed with the Schedule TO on May 29, 2008.

 

** Exhibit previously filed with Amendment No. 1 to the Schedule TO on June 11, 2008.

 

3

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.

 

VIRAGE LOGIC CORPORATION

By:

   /s/ Christine Russell
 

Christine Russell

Vice President of Finance and Chief Financial

Officer

 

Date: June 30, 2008

 

4

INDEX OF EXHIBITS

 

    

Exhibit No.

   

Document

**    (a)(1)(A)    Offer to Exchange Certain Outstanding Options and Stock Settled Appreciation Rights for Restricted Stock Units, dated May 29, 2008, as amended June 11, 2008.
*    (a)(1)(B)    Memorandum from our President and CEO to Employees, dated May 29, 2008.
*    (a)(1)(C)    Election Form.
*    (a)(1)(D)    Withdrawal Form.
*    (a)(1)(E)    Form of Confirmation E-mail to Employees.
*    (a)(1)(F)    Forms of Reminder E-mails to Employees.
*    (a)(1)(G)    Form of Acknowledgment of Receipt of Documents Relating to the Offer to Exchange.
*    (a)(1)(H)    Form of Notice of Acceptance of Exchanged Options and Exchanged SSARs.
   (a)(1)(I)    Form of Restricted Stock Unit Agreement for U.S. Employees under the Virage Logic Corporation 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.6 of Virage Logic Corporation’s Registration Statement on Form S-8 (File No. 333-151236), filed with the Securities and Exchange Commission on May 29, 2008).
   (a)(1)(J)    Form of Restricted Stock Unit Agreement for U.K. Employees under the Virage Logic Corporation 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.7 of Virage Logic Corporation’s Registration Statement on Form S-8 (File No. 333-151236), filed with the Securities and Exchange Commission on May 29, 2008).
*    (a)(1)(K)    Form of Option/SSAR to RSU Calculator.
   (a)(2)    Virage Logic Corporation Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the Securities and Exchange Commission on December 14, 2007.
   (a)(3)    Virage Logic Corporation Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2007, filed with the Securities and Exchange Commission on February 11, 2008.
   (a)(4)    Virage Logic Corporation Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008, filed with the Securities and Exchange Commission on June 12, 2008.
   (b)    Not applicable.
   (d)(1)    Virage Logic Corporation 1997 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of Virage Logic Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001).

 

5

(d)(2)    Form of Option Agreement under the Virage Logic Corporation 1997 Equity Incentive Plan, as amended (incorporated by reference to Appendix B of Virage Logic Corporation’s Definitive Proxy Statement filed on January 13, 2005).
(d)(3)    Amended and Restated In-Chip Systems, Inc. 2001 Incentive and Non-Statutory Stock Option Plan (incorporated by reference to Exhibit 10.32 of Virage Logic Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002).
(d)(4)    Virage Logic Corporation 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 of Virage Logic Corporation’s Registration Statement on Form S-8 (File No. 333-151236), filed with the Securities and Exchange Commission on May 29, 2008).
(d)(5)    Form of Notice of Grant of Stock Options under the Virage Logic 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.32 of Virage Logic Corporation’s Quarter Report on Form 10-Q for the fiscal quarter ended December 31, 2001).
(d)(6)    Form of Notice of Grant of Stock Settled Appreciation Right under the Virage Logic 2002 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.5 of Virage Logic Corporation’s Registration Statement on Form S-8 (File No. 333-151236), filed with the Securities and Exchange Commission on May 29, 2008).
(g)    Not applicable.
(h)    Not applicable.

 

* Exhibit previously filed with the Schedule TO on May 29, 2008.

 

** Exhibit previously filed with Amendment No. 1 to the Schedule TO on June 11, 2008.

 

6

-----END PRIVACY-ENHANCED MESSAGE-----