SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
________________________
Schmitt Industries, Inc.
(Name of Subject Company)
________________________
Schmitt Industries, Inc.
(Names of Filing Persons - Offeror)
________________________
Common Stock - no par value
(Title of Class of Securities)
________________________
806870200
(CUSIP Number of Class of Securities)
________________________
Michael Zapata
Schmitt Industries, Inc.
2765 N.W. Nicolai Street
Portland, Oregon 97210-1818
(503) 227-7908
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Kenneth A. Schlesinger, Esq.
and
Jason D. Cabico, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
________________________
CALCULATION OF FILING FEE:
Transaction Valuation(1) | Amount of Filing Fee(2) | |
$2,500,000 | $324.50 |
(1) The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $2,500,000 in aggregate of Common Stock, no par value per share.
(2) The amount of the filing fee, calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $129.80 per $1,000,000 of the value of the transaction.
| ý | 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: $324.50 Form or Registration No.: Schedule TO Filing Party: Schmitt Industries, Inc. Date Filed: June 11, 2020 |
| ¨ | 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. |
| ý | 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 a tender offer: ¨ | |
| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | |
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | |
INTRODUCTION
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2020 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), which relates to the offer (the “Offer”) by Schmitt Industries, Inc. (the “Company”) to purchase up to $2,500,000 in value of shares of its common stock, no par value per share (the “Common Stock”), at a price not less than $3.00 nor greater than $3.25 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated June 11, 2020, a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(1)(B).
The purpose of this Amendment is to amend and supplement the Schedule TO to extend the expiration date from July 10, 2020 to July 20, 2020. This Amendment is being filed on a voluntary basis with the SEC. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. This Amendment should be read together with the Schedule TO.
Items 1 through 11.
(a) Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
On July 13, 2020, the Company extended the expiration of the Offer. The Offer was previously scheduled to expire at 5:00 p.m., Eastern Time, on July 10, 2020. The Expiration Date of the Offer is extended to 5:00 p.m., Eastern Time, on July 20, 2020, unless further extended. The Depositary has advised us that, as of the close of business on July 10, 2020, 122,159 shares of Common Stock had been validly tendered and not validly withdrawn, representing 3.2% of the outstanding Common Stock of the Company.
Item 12
Item 12 of the Schedule TO is hereby amended and supplemented by renumbering exhibit “(a)(5)” as “(a)(5)(A)” and adding the following exhibit:
(a)(5)(B) Press Release dated July 13, 2020.
The fully amended and supplemented list of exhibits to the Schedule TO is set forth in the Exhibit Index attached hereto.
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.
SCHMITT INDUSTRIES, INC.
| ||
| By: | /s/ Michael Zapata | |
| Name: | Michael Zapata | |
| Title: | Chairman, President and Chief Executive Officer | |
Date: July 13, 2020
EXHIBIT INDEX
The following are attached as exhibits to this Schedule TO:
| (a) | (1) | (A) | Offer to Purchase for Cash, dated June 11, 2020.* |
| (B) | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).* |
| (C) | Notice of Guaranteed Delivery.* |
| (D) | Form of letter to brokers, dealers, commercial banks, trust companies and other nominees.* |
| (E) | Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees to their clients.* |
| (5) | (A) | Press Release dated June 3, 2020 (incorporated by reference to the Schedule TO-C filed by the Company on June 3, 2020). |
| (B) | Press Release dated July 13, 2020.** |
| (b) | Not applicable. |
| (d) | (1) | The Company’s Second Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on October 31, 2019). |
| (2) | Employment Agreement for Michael R. Zapata dated November 30, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2018). |
| (3) | Consulting Agreement for Sententia Capital Management, LLC dated July 30, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2019). |
| (4) | Employment Agreement for Jamie Schmidt, dated January 14, 2020, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2020). |
| (5) | Option Agreement, between the Company and Charles Davidson, dated April 12, 2017. |
| (6) | Stock Purchase Agreement, among the Company, certain directors and Walter Brown Pistor, dated December 17, 2019. |
| (g) | None. |
| (h) | Not applicable. |
* Filed with Schedule TO dated June 11, 2020.
** Filed herewith.
