- Amended Statement of Ownership: Solicitation (SC 14D9/A)
27 October 2009 - 9:03PM
Edgar (US Regulatory)
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. 4)
Aspect Medical Systems, Inc.
(Name of Subject
Company)
Aspect Medical Systems, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per
share
(Title of Class of Securities)
045235108
(CUSIP Number of Class of Securities)
Nassib G. Chamoun
President and Chief Executive
Officer
Aspect Medical Systems, Inc.
One Upland Road
Norwood, MA 02062
(617) 559-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Susan W. Murley, Esq.
Hal J. Leibowitz, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 4 amends and supplements Items 3 and 6 in the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the U.S. Securities and Exchange Commission on October 8, 2009, by Aspect Medical Systems, Inc., a Delaware corporation (Aspect), as amended or
supplemented from time to time (the Schedule 14D-9). The Schedule 14D-9 relates to the cash tender offer by Transformer Delaware Corp., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of United States
Surgical Corporation, a Delaware corporation (Parent), to purchase all of the issued and outstanding shares of Aspect common stock at a price per share of $12.00, net to the holder thereof in cash, without interest thereon, subject to
any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash, dated October 8, 2009, and the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated
herein by reference as relevant to items in this Amendment No. 4. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Item 3 of the Schedule 14D-9 is hereby amended and supplemented as follows:
(i) by adding the following as a new last paragraph under the subheading
(a) Agreements Between Aspect and its Executive Officers and Directors
Cash Payable for Outstanding Shares Pursuant to the
Offer
:
On October 1, 2009, and October 2, 2009, James J. Mahoney, one of our directors, sold 14,501
shares of our common stock in the open market at a price less than the Offer Price. He tendered the remaining 13,000 shares of our common stock that he owns pursuant to the terms of the Tender and Voting Agreement with Purchaser and Parent dated as
of the date of the Merger Agreement.
(ii) by adding the following as a new second paragraph under the subheading
(b) Arrangements with Purchaser and Parent
Tender and Voting Agreements
:
On
October 1, 2009, and October 2, 2009, James J. Mahoney, one of our directors, sold 14,501 shares of our common stock in the open market. He tendered the remaining 13,000 shares of our common stock that he owns pursuant to the terms of the
Tender and Voting Agreement with Purchaser and Parent dated as of the date of the Merger Agreement.
Item 6. Interests in
Securities of the Subject Company
Item 6 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following information to the table set forth therein:
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Identity of Person
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Date of Transaction
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Number of Shares
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Price per Share
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Nature of Transaction
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James B. Mahoney
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10/01/09
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8,000
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$11.90
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Open market sale
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James B. Mahoney
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10/02/09
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6,501
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$11.95
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Open market sale
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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.
By:
/s/ J. Neal
Armstrong
Name: J. Neal Armstrong
Title: Vice President and Chief Financial Officer
Date: October 26, 2009
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