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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MATRIXX INITIATIVES, INC.
(Name of Subject Company)
MATRIXX INITIATIVES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
57685L105
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Samuel C. Cowley
Executive Vice President, General Counsel and Secretary
Matrixx Initiatives, Inc.
8515 E. Anderson Drive
Scottsdale, Arizona 85255
(602) 385-8888
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
| Matthew P. Feeney | Stephen M. Kotran | |
| Snell & Wilmer L.L.P | Sullivan & Cromwell LLP | |
| One Arizona Center | 125 Broad Street | |
| 400 E. Van Buren Street | New York, New York 10004-2498 | |
| Phoenix, Arizona 85004-2202 | (212) 558-4000 | |
| (602) 382-6000 |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer |
TABLE OF CONTENTS
| ITEM 8. ADDITIONAL INFORMATION | ||||||||
| ITEM 9. EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EX-99.A.12 | ||||||||
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Introduction
This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (which, together with any amendments and supplements thereto, collectively constitute this “Schedule”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) by Matrixx Initiatives, Inc., a Delaware corporation (the “Company”), on December 22, 2010. This Schedule relates to the tender offer by Wonder Holdings, Inc., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Wonder Holdings Acquisition Corp., a Delaware corporation (the “Parent”), to purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company, including the associated rights issued pursuant to the Rights Agreement, dated as of July 22, 2002 between the Company and Corporate Stock Transfer, Inc. (the shares of the common stock of the Company, together with the associated rights, collectively referred to as “Shares”), at a price of $8.00 per Share net to the seller in cash without interest and less any required withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase, dated December 22, 2010, and in the related letter of transmittal, dated December 22, 2010, copies of which are attached to the Tender Offer Statement on Schedule TO filed by Parent and certain of its affiliates, including Purchaser, with the SEC on December 22, 2010.
Except as otherwise set forth below, the information set forth in the original Schedule remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule.
ITEM 8.ADDITIONAL INFORMATION
Item 8, “Additional Information,” is hereby amended and supplemented by inserting at the end of the second paragraph under the heading “Regulatory Approvals” on page 42 of the Schedule the following:
“Early termination of the waiting period for the Offer and the Merger was granted effective December 27, 2010.”
ITEM 9.EXHIBITS
Item 9, “Exhibits,” is hereby amended and supplemented by inserting the following exhibit thereto:
“(a)(12) Joint Press Release issued by H.I.G. Capital, LLC and Matrixx Initiatives, Inc. on December 29, 2010.”