UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 5)
SYMMETRICOM, INC.
(Name of Subject Company)
SYMMETRICOM, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
871543104
(CUSIP Number of Class of Securities)
Elizabeth A. Fetter
Chief Executive Officer
2300 Orchard Parkway
San Jose, California 95131-1017
(408) 433-0910
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Ora T. Fisher, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025-3656
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Purpose of Amendment
This Amendment No. 5 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Symmetricom, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2013 (as amended and supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by PETT Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Microsemi Corporation, a Delaware corporation (“Parent”), to purchase any and all of the issued and outstanding shares of Common Stock (“Shares”), at a purchase price of $7.18 per Share, net to the selling stockholder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 28, 2013 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”), copies of which are annexed to and filed with the Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”) filed by Parent and Purchaser with the SEC on October 28, 2013.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Annex I Information Statement
The director biographies for Mr. Peterson and Mr. Pickle in Annex I of Schedule 14D-9 are hereby amended and restated in their entirety as follows:
Name of Director |
| Age |
| Present Principal Occupation or Employment, Material Positions |
James J. Peterson |
| 58 |
| Microsemi Board member since 2000 Chairman of the Board since 2013; Chief Executive Officer of Microsemi since 2000; President of Microsemi from 2000 to 2013; Director of STEC, Inc., a storage solutions technology company based in Santa Ana, California, from 2003 to 2009. |
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Paul H. Pickle |
| 43 |
| President and Chief Operating Officer of Microsemi since 2013; Executive Vice President, Integrated Circuits Group of Microsemi from 2012 to 2013; Senior Vice President and General Manager, Analog and SoC Products of Microsemi, from 2011 to 2012; Vice President and General Manager, Analog Mixed. Signal Products Group of Microsemi, from 2009 to 2011. Officer of Microsemi since 2013. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Symmetricom, Inc. | |
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| By: | /s/ Elizabeth A. Fetter |
| Name: | Elizabeth A. Fetter |
| Title: | President and Chief Executive Officer |
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Dated: November 19, 2013 |
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