- Amended tender offer statement by Issuer (SC TO-I/A)
11 January 2011 - 9:25AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule
13e-4)
(Amendment
No. 2)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
UniTek
Global Services, Inc.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
Certain
Options to Purchase Common Stock, Par Value $0.00002 Per Share
(Title
of Class of Securities)
(CUSIP
Number of Class of Securities)
(Underlying
Common Stock)
Kyle M.
Hall
General
Counsel
UniTek
Global Services, Inc.
1777
Sentry Parkway West
Gwynedd
Hall, Suite 302
Blue
Bell, Pennsylvania 19422
(267)
464-1700
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copy
to:
Justin W.
Chairman, Esq.
Morgan
Lewis & Bockius LLP
1701
Market Street
Philadelphia,
PA 19103
(215)
963-5000
CALCULATION
OF FILING FEE
|
Transaction
valuation*
|
Amount
of filing fee**
|
|
$7,216,170
|
$514.51
|
|
*
|
The
“transaction valuation” was calculated solely for purposes of determining
the filing fee. This amount assumes that all outstanding
options eligible for tender, covering a total of 318,662 shares of common
stock of UniTek Global Services, Inc., as adjusted to reflect the 1-for-2 reverse stock split effected on December 21, 2010, will be exchanged pursuant to this
offer. The aggregate value of such options was calculated based
on the Black-Scholes option pricing
model.
|
|
**
|
$71.30
per $1,000,000 of the aggregate offering pursuant to Rule 0-11 of the
Securities Exchange Act of 1934, as
amended.
|
|
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:
|
$514.51
|
|
|
|
Form
or Registration No.:
|
Schedule
TO
|
|
|
|
Filing
party:
|
UniTek
Global Services, Inc.
|
|
|
|
Date
filed:
|
December
9, 2010
|
|
|
o
|
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:
|
|
|
o
third party tender offer subject to Rule
14d-1.
|
|
|
x
issuer
tender offer subject to Rule 13e-4.
|
|
|
|
|
|
o
going-private
transaction subject to Rule 13e-3.
|
|
|
|
|
|
o
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.
o
The
filing of this Schedule TO shall not be construed as an admission by UniTek
Global Services, Inc. (the “Company”) that the Offer (as defined below)
constitutes an issuer tender offer for purposes of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and the rules promulgated
thereunder.
This
Amendment No. 2 to Schedule TO is the final amendment to the Tender Offer
Statement on Schedule TO (the “Schedule TO”) filed with the Securities and
Exchange Commission (the “SEC”) on December 9, 2010, as amended, in connection
with the Company’s offer to exchange outstanding Eligible Options (as defined in
the Offer to Exchange Outstanding Options for Common Stock, as amended (the
“Offer to Exchange”)) held by current employees and directors to purchase shares
of the Company’s common stock (par value $0.00002 per share) that are currently
outstanding under the following stock option plans: (1) the Berliner
Communications, Inc. 1999 Securities Plan; (2) the UniTek Holdings, Inc. 2007
Equity Incentive Plan; and (3) the Berliner Communications, Inc. 2009 Omnibus
Equity and Incentive Compensation Plan (the “Offer”).
This
Amendment No. 2 reports the results of the Offer and is filed in satisfaction of
the reporting requirements of Rule 13e-4(c)(4) promulgated under the Exchange
Act. Except as amended and supplemented hereby, all terms of the
Offer and all disclosures set forth in the Schedule TO and the amendments and
exhibits thereto remain unchanged.
Item
4. TERMS OF THE TRANSACTION.
Item 4(a)
of the Schedule TO is hereby amended and supplemented to add the
following:
The Offer expired at 11:59 p.m.,
Eastern Time, on Friday, January 7, 2011. Pursuant to the Offer to
Purchase, Eligible Options (as defined in the Offer to Purchase) to purchase an
aggregate of 296,833 shares of the Company’s common stock were validly tendered
and not withdrawn, and the Company has accepted for repurchase all such Eligible
Options. The holders of Eligible Options who validly tendered Eligible Options
pursuant to the Offer to Purchase will receive an aggregate of 688,976
Restricted Stock Units and 96,204 Replacement Options (as defined in the Offer
to Exchange).
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and
correct.
|
|
UniTek
Global Services, Inc.
|
|
|
/s/ Kyle M.
Hall
Kyle
M. Hall
General
Counsel
|
Date:
January 10, 2011
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