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
ZYMOGENETICS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, no par value per share
(Title of Class of Securities)
285512109
(CUSIP Number of Class of Securities (Underlying Common Stock))
James A. Johnson
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer
ZymoGenetics, Inc.
1201 Eastlake Avenue East
Seattle, Washington 98102
Telephone: (206) 442-6600
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
Copies to:
Stephen M. Graham, Esq.
Fenwick & West LLP
1191 Second Avenue, 10th Floor
Seattle, WA 98101
Telephone: (206) 389-4510
Facsimile: (206) 389-4511
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee* | |
N/A | N/A | |
| * | Pursuant to General Instruction D to Schedule TO, 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. |
| ¨ | 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: | N/A | |
| Form or Registration No.: | N/A | |
| Filing Party: | N/A | |
| Date Filed: | N/A |
| 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:
¨ | third party tender offer subject to Rule 14d-1. | |
þ | 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: ¨
On October 20, 2009, ZymoGenetics, Inc. (the “Company”) filed a definitive proxy statement for a Special Meeting of Shareholders to be held on November 10, 2009, which contains a proposal submitted to the Company’s shareholders to approve a voluntary stock option exchange program for eligible employees, including executive officers (the “Option Exchange”).
The Option Exchange has not yet commenced and will not commence unless the requisite shareholder approval is obtained at the Special Meeting of Shareholders to be held on November 10, 2009. Even if shareholder approval is obtained, the Company may still decide later not to implement the Option Exchange.
Upon commencement of the Option Exchange, the Company will provide employees eligible to participate with written materials explaining the precise terms of the Option Exchange. The Company will also file these written materials with the SEC as part of a Tender Offer Statement on Schedule TO. ELIGIBLE EMPLOYEES ARE URGED TO READ THESE WRITTEN MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OPTION EXCHANGE. The written materials described above and other documents filed with the Securities and Exchange Commission (the “SEC”) may be obtained free of charge from the SEC’s website at www.sec.gov. In addition, employees eligible to participate in the Option Exchange may obtain free copies of documents filed with the SEC by contacting the Company’s investor relations department at its principal executive offices located at 1201 Eastlake Avenue East, Seattle, Washington 98102-3702, telephone number (206) 442-6000, or through the Company’s website at www.zymogenetics.com.
Item 12. Exhibits.
Exhibit | Description | |
| 99.1 | Definitive Proxy Statement for the Special Meeting of Shareholders (filed with the SEC on October 20, 2009 and incorporated herein by reference). | |