UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
VIRTUALSCOPICS, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Stock Options to purchase Common Stock, par value $0.001 per share, granted under the:
VirtualScopics, Inc. 2006 Long-Term Incentive Plan
VirtualScopics, Inc. 2005 Long-Term Incentive Plan
VirtualScopics, Inc. 2001 Long-Term Incentive Plan
and
Stock Options to purchase Common Stock, par value $0.001 per share, granted pursuant to a
one-time option grant to Robert Klimasewski
(Title of Class of Securities)
928269109
(CUSIP Number of Class of Securities Underlying Options to Purchase Common Stock)
Molly Henderson
VirtualScopics, Inc.
Chief Business and Financial Officer
500 Linden Oaks,
Rochester, New York 14625
(585) 249-6231
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Person)
With a copy to:
Gregory W. Gribben, Esq.
Woods Oviatt Gilman, LLP
700 Crossroads Building
Rochester, New York 14614
(585) 987-2800
Facsimile: (585) 454-3968
CALCULATION OF FILING FEE
| | | |
| Transaction Valuation | | Amount of Filing Fee |
| $6,068,337* | | $338.61** |
| * | Calculated solely for purposes of determining the filing fee. This amount is based on the Black-Scholes option valuation model, and assumes that all outstanding options eligible for tender covering an aggregate of 3,410,782 shares of the common stock of VirtualScopics, Inc., which is the maximum number of shares subject to stock options eligible to be exchanged pursuant to this offer. |
| ** | The amount of the filing fee equals $55.80 per $1,000,000 of transaction valuation. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used or relied upon for any other purpose. |
| 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: $338.61 | | Filing Party: VirtualScopics, Inc. |
| | |
Form or Registration No.: 005-82802 | | Date Filed: October 5, 2009 |
| ¨ | 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
This Amendment No. 3 (this “Amendment”) amends the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by VirtualScopics, Inc., a Delaware corporation (“VirtualScopics,” the “Company,” “we,” “us,” or “our”), with the Securities and Exchange Commission on October 5, 2009, as amended by Amendment No. 1 to Schedule TO filed by the Company with the SEC on October 26, 2009 (“Amendment No. 1”), and as further amended by Amendment No. 2 to Schedule To filed by the Company with the SEC on October 27, 2009 ("Amendment No. 2"), relating to the offering to our current U.S. employees and directors who hold options under the Company’s 2001 Long Term Incentive (the “2001 Plan”), 2005 Long Term Incentive (the “2005 Plan”) or 2006 Long Term Incentive (the “2006 Plan”) and a one-time out-of-plan grant from November 2005 (the “Out-of-Plan Grant,” and together with the 2001 Plan, 2005 Plan and 2006 Plan, collectively, the “Plans”), the right to exchange (the “Option Exchange Program”) certain of such options for new options with a strike price more closely aligned with the Company’s current market price per share (the " Exchange Offer"). This Amendment constitutes the final amendment pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934.
The Exchange Offer terminated at 5:00 p.m., Eastern time, on November 3, 2009 (the “Expiration Date”). Pursuant to the Exchange Offer, 1,366,250 eligible stock options were tendered, representing 40% of the total stock options eligible for exchange in the Exchange Offer. On November 4, 2009, the Company granted new stock options to purchase an aggregate of 683,125 shares of the Company's common stock in exchange for the eligible stock options surrendered in the Exchange Offer. The exercise price of the new stock options is $1.20 per share, which was the closing price of the Company's common stock on November 4, 2009 as reported by the NASDAQ Capital Market.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct.
Dated: November 5, 2009
| | VIRTUALSCOPICS, INC. | |
| | | | |
| | By: | /s/ Molly Henderson | |
| | | Molly Henderson | |
| | | Chief Business and Financial Officer | |
| | | | |
