As filed with the Securities and Exchange Commission on September 10, 2002
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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
(Amendment No. 2)
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Multilink Technology Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to purchase Class A common stock, par value $0.0001 per share, with
an exercise price equal to or greater than $1.35 per share
(Title of Class of Securities)
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625-44T-208
(CUSIP Number of Class of Securities (Underlying Common Stock))
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Richard N. Nottenburg
President and Chief Executive Officer
Multilink Technology Corporation
300 Atrium Drive, 2nd Floor
Somerset, New Jersey 08873
(732) 537-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
Copy to:
Mark J. Kelson, Esq.
Allen Matkins Leck Gamble & Mallory LLP
1901 Avenue of the Stars, Suite 1800
Los Angeles, California 90067
(310) 788-2400
CALCULATION OF FILING FEE
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Transaction Valuation(1) Amount of Filing Fee(2)
$8,745,533 $1,749
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(1) Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 18,298,144 shares of Class A common stock
of Multilink Technology Corporation outstanding as of July 15, 2002 and
having an aggregate value of $8,745,533 will be surrendered for
cancellation pursuant to this offer. The aggregate value of such options
was calculated based on the Black-Scholes option pricing model.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
|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: $1,188 Filing party: Multilink Technology
Form or Registration No.: Schedule TO Corporation
Date filed: June 24, 2002
Amount Previously Paid: $561 Filing Party: Multilink Technology
Form or Registration No.: Schedule TO Corporation
Date filed: July 19, 2002
|_| 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|
Introductory Statement
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed by Multilink Technology Corporation, a California corporation
(the "Company"), with the Securities and Exchange Commission on June 24, 2002
and amended by Amendment No. 1 to the Schedule TO filed on July 19, 2002
(together, the Tender Offer Statement and Amendment No. 1 are referred to herein
as the "Schedule TO"). The Schedule TO relates to the offer by the Company to
exchange certain options to purchase shares of its Class A common stock, par
value $0.0001 per share outstanding under the Company's 2000 Stock Incentive
Plan, 1999 Stock Option Plan and 1998 Stock Option Plan for new options to
purchase shares of the Class A common stock to be granted under the Company's
2000 Stock Incentive Plan on the terms and subject to the conditions set forth
in the Amended and Restated Offer to Exchange and the Amended and Restated
Election Form (the "Offer").
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
The Offer made pursuant to the Schedule TO expired at 12:00 Midnight,
Eastern Time, on Friday, August 30, 2002. Pursuant to the Offer, the Company
accepted for exchange and cancellation options to purchase an aggregate of
approximately 11,441,266 shares (calculated prior to the 1-for-10 reverse stock
split on September 10, 2002) of the Company's Class A common stock from 206
eligible participants representing 63 percent of the options subject to the
Offer. Subject to the terms and conditions of the Offer, the Company will grant
options to purchase 11,441,266 shares (calculated prior to the 1-for-10 reverse
stock split on September 10, 2002) of its Class A common stock in exchange for
such canceled options. As adjusted for the 1-for-10 reverse stock split on
September 10, 2002, the Company accepted for exchange and cancellation options
to purchase an aggregate of approximately 1,144,127 shares of the Company's
Class A common stock, and the Company will grant options to purchase an
aggregate of approximately 1,144,127 shares of the Company's Class A common
stock.
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.
MULTILINK TECHNOLOGY CORPORATION
By: /s/ RICHARD N. NOTTENBURG
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Richard N. Nottenburg
President, Chief Executive Officer and Chairman
Date: September 10, 2002