Amended Tender Offer Statement by Issuer (sc To-i/a)
29 November 2017 - 8:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Monster Digital, Inc.
(Name of Subject Company (Issuer) and Filing
Person (Offeror))
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
(CUSIP Number of Common Stock Underlying
Warrants)
Mr. David Olert, Chief Financial Officer
Monster Digital, Inc.
2655 First Street, Suite 250
Simi Valley, California 93065
(805) 915-4775
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copy to:
Thomas J. Poletti, Esq.
Manatt, Phelps & Phillips, LLP
695 Town Center Drive, 14
th
Floor
Costa Mesa, CA 92626
(714) 371-2500
CALCULATION OF FILING FEE:
Transaction
valuation
(1)
|
|
Amount
of filing fee
(1)(2)
|
$1,284,863
|
|
$159.97
|
|
(1)
|
Estimated
for purposes of calculating the amount of the filing fee only. The transaction is an
offer to amend and exercise warrants held by holders of record as of September 19, 2017
to purchase 2,025,000 shares of the Company’s common stock at an exercise price
of $5.625 per share issued to investors in the Company’s initial public offering
which closing occurred in July 2016 (the “
Original Warrants
”). The
shares of common stock underlying the Original Warrants are known as the “
Warrant
Shares
”.
|
The transaction value
is calculated pursuant to Rule 0-11 using $0.6345 per share of common stock, which represents the average of the high and low
sales price of the common stock on October 10, 2017.
|
(2)
|
Calculated
by multiplying the transaction value by .0001245.
|
|
x
|
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: $231.21
Form or Registration Number: 5-90111
|
Filing
Party: Monster Digital, Inc.
Date Filed: September 25, 2017
|
|
¨
|
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.
|
|
¨
|
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:
x
The alphabetical subsections
used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation M-A promulgated
under the federal securities laws.
If applicable, check
the appropriate box(es) below to designate the appropriate note provision(s):
|
¨
|
Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
|
|
¨
|
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This Amendment No. 2 (this “Amendment
No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission
(the “SEC”) on October 13, 2017 and Amendment No. 1 thereto filed on November 16, 2017 (together the “Schedule
TO”), relating to an offer by Monster Digital, Inc. (the “Company”) to amend warrants to purchase an aggregate
of 2,025,000 shares of the Company’s common stock at an exercise price of $5.625 per share issued to investors in the Company’s
initial public offering which closing occurred in July 2016.
Pursuant to Rule 12b-15 under the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 2 amends and restates only the
items of the Schedule TO that are being amended and restated hereby, and unaffected items and exhibits in the Schedule TO are
not included herein. This Amendment No. 2 should be read in conjunction with the Schedule TO and the related Offering Materials,
as the same may be further amended or supplemented hereafter and filed with the SEC.
Item 4.
|
TERMS OF THE TRANSACTION
|
Item 4 of the Schedule TO is hereby amended
and supplemented by adding the following:
The Offer to Amend and Exercise expired
at 5:00 p.m. Pacific time (9:00 p.m. Eastern time) on November 24, 2017. Pursuant to the Offer to Amend and Exercise, an aggregate
of 1,063,978 Original Warrants were tendered by their holders and were amended and exercised in connection therewith for gross
proceeds to the Company of $478,790. Such tendered Original Warrants represent approximately 53% of the Company’s outstanding
Original Warrants as of November 24, 2017.
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.
|
MONSTER DIGITAL, INC.
|
|
|
|
|
By:
|
|
/s/
David H. Clarke
|
|
Name:
|
|
David H. Clarke
|
|
Title:
|
|
Chief Executive
Officer
|
|
|
|
(Principal Executive
Officer)
|
Date:
November 28, 2017
Innovate Biopharmaceutic... (NASDAQ:INNT)
Historical Stock Chart
From Apr 2024 to May 2024
Innovate Biopharmaceutic... (NASDAQ:INNT)
Historical Stock Chart
From May 2023 to May 2024