SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 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
ICx Technologies, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.001 par value
(Title of Class of Securities)
043176106
(CUSIP Number of Class of Securities’ Underlying Common Stock)
Deborah D. Mosier
Chief Financial Officer
ICx Technologies, Inc.
2100 Crystal Drive
Arlington, VA 22202
(703) 678-2111
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Jon Layman, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
| | |
| |
| Transaction Valuation* | | Amount of Filing Fee** |
$7,695,000 | | $430 |
| |
| * | Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,201,849 shares of common stock of ICx Technologies, Inc. having an aggregate value of approximately $7,695,000 as of July 31, 2009 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. |
| ** | The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of the value of the transaction. |
| ¨ | 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: | | Not applicable. |
Form or Registration No.: | | Not applicable. |
Filing party: | | Not applicable. |
Date filed: | | Not applicable. |
| ¨ | 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. 4 (this “Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 11, 2009, as amended by Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on August 24, 2009, by Amendment No. 2 to the Schedule TO filed with the Securities and Exchange Commission on September 4, 2009 and by Amendment No. 3 to the Schedule TO filed with the Securities and Exchange Commission on September 9, 2009 (the “Schedule TO”), relating to an offer by ICx Technologies, Inc., a Delaware corporation (“ICx” or the “Company”), to exchange (the “Exchange Offer”) options to purchase up to an aggregate of 2,201,849 shares of the Company’s common stock, whether vested or unvested, with an exercise price per share greater than the greater of $5.00 or the closing price per share of our common stock on the Nasdaq Global Market on the date on which the New Options (as defined below) are granted (the “Eligible Options”) and that are held by Eligible Holders (as defined below).
These Eligible Options may be exchanged for new options that will be granted under the Company’s 2007 Equity Incentive Plan (the “New Options”) upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Options for New Options, dated August 11, 2009 (the “Offer to Exchange”), attached to the Schedule TO as Exhibit (a)(1)(A), and the Election Form, Instructions Forming Part of the Terms and Conditions of the Offer and the Agreement to Terms of Election, attached to the Schedule TO as Exhibit (a)(1)(E). These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.” An “Eligible Holder” refers to all holders of options to purchase common stock of the Company who are directors, employees or consultants to the Company, and who remain in such capacity through the date on which the New Options are granted.
The information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Amendment No. 4.
This Amendment No. 4 is filed to amend the results of the Exchange Offer due to a clerical error in calculating the number of options exchanged pursuant to the Exchange Offer. Amendment No. 3 reported that 1,653,342 eligible stock options were tendered pursuant to the Exchange Offer, while the actual number tendered was 1,681,588, a difference of 28,246 stock options. Amendment No. 3 also reported that the Company granted an aggregate of 698,381 new stock options in exchange for the eligible stock options tendered in the Exchange Offer, while the actual number of new stock options granted was 714,287, a difference of 15,906 stock options.
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended as follows:
The Exchange Offer expired at 11:59:59 p.m. (midnight), Eastern Time, on September 8, 2009. Pursuant to the Exchange Offer, 1,681,588 eligible stock options were tendered. On September 8, 2009, the Company granted an aggregate of 714,287 new stock options in exchange for the eligible stock options tendered in the Exchange Offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule TO is true, complete and correct.
| | |
| | ICX TECHNOLOGIES, INC. |
| |
| | /s/ Deborah D. Mosier |
| | Deborah D. Mosier |
| | Chief Financial Officer |
Date: September 16, 2009
