- Amended tender offer statement by Issuer (SC TO-I/A)
December 19 2008 - 8:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PharmaNet Development Group, Inc.
(Name of Issuer)
PharmaNet Development Group, Inc.
(Name of Filing Person (Offeror and Issuer))
8.00% Convertible Senior Notes due 2014
(Title of Class of Securities)
784121 AB1
(CUSIP Number of Class of Securities)
John P. Hamill
Executive Vice President and Chief Financial Officer
PharmaNet Development Group, Inc.
504 Carnegie Center
Princeton, New Jersey 08540
(609) 951-6800
(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)
With a copy to:
|
|
|
Emilio Ragosa, Esq.
|
|
Glenn R. Pollner, Esq.
|
Morgan, Lewis & Bockius LLP
|
|
Gibson, Dunn & Crutcher LLP
|
502 Carnegie Center
|
|
200 Park Avenue
|
Princeton, New Jersey 08540
|
|
New York, NY 10166
|
(609) 919-6600
|
|
(212) 351-4000
|
Calculation of Filing Fee
|
|
|
|
|
|
|
|
Transaction Valuation(1)
|
|
|
Amount of Filing Fee (2)
|
|
|
$47,725,000.00
|
|
|
$1,880.00
|
|
|
|
|
|
(1)
|
|
This tender offer statement relates to the exchange by PharmaNet
Development Group, Inc. of its 8.00% Convertible Senior Notes Due 2014
plus additional consideration for any and all of its currently
outstanding 2.25% Convertible Senior Notes Due 2024. Estimated for the
purpose of determining the filing fee only, this amount is based on
the exchange of all 2.25% Convertible Senior Notes Due 2024 for
8.00% Convertible Senior Notes Due 2014.
|
|
(2)
|
|
The amount of the filing fee, calculated in accordance with the
Securities Exchange Act of 1934, as amended equals $39.30 for each
$1,000,000 of value. The registration fee was previously paid in
connection with the Registrants Registration Statement on Form S-4
filed on November 20, 2008.
|
þ
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 of Schedule and the date of its filing.
|
|
|
Amount Previously Paid: $1,880.00
|
|
Filing Parties: PharmaNet Development Group, Inc.
|
Form or Registration No.: 333-155496
|
|
Date Filed: November 20, 2008
|
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.
þ
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:
þ
TABLE OF CONTENTS
Introductory Statement
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this
Amendment No. 1
)
amends and supplements the issuer tender offer statement on Schedule TO initial filed by PharmaNet
Development Group, Inc., a Delaware corporation (the
Company
), on November 20, 2008 (the
"
Schedule TO
), pursuant to Rule 13e-4 of the Securities Exchange Act of 1934, as amended, in
connection with its offer to exchange (the
Exchange Offer
) its outstanding 2.25% Convertible
Senior Notes Due 2024 (the
Outstanding Notes
) validly tendered and accepted, upon the terms and
subject to the conditions set forth in the prospectus and offer to exchange (as amended and
supplemented from time to time, the
Prospectus
), which is part of the Companys Registration
Statement on Form S-4, filed on November 20, 2008 (the
Registration Statement
). All of the
information set forth in the Prospectus and the accompanying Letter of Transmittal, and any
prospectus supplement or other amendment thereto related to the Exchange Offer hereafter filed by
the Company with the Securities and Exchange Commission, is hereby incorporated by reference into
this Schedule TO in answer to Items 1 through 11 of this Schedule TO, except that such information
is hereby amended and supplemented to the extent specifically provided herein.
Item 4.
Terms of the Transaction.
On December 18, 2008, the Company issued a press release announcing that the Company allowed
the Exchange Offer to terminate at 11:59 PM on the expiration date because the minimum tender
condition was not satisfied. All Outstanding Notes previously tendered pursuant to the Exchange
Offer will be promptly returned to the tendering holders.
Item 12.
Exhibits.
See Exhibit Index immediately following the signature page.
2
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.
Dated: December 18, 2008
|
|
|
|
|
|
|
|
|
PHARMANET DEVELOPMENT GROUP, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/
John P. Hamill
|
|
|
|
|
Name: John P. Hamill
|
|
|
|
|
Title: Chief Financial Officer and Executive Vice President
|
|
|
3
EXHIBIT INDEX
|
|
|
(a)(1)(i)*
|
|
Prospectus and Offer to Exchange (included in the Registration Statement on Form S-4 filed on
November 20, 2008 and incorporated herein by reference)
|
|
|
|
(a)(1)(ii)*
|
|
Form of Letter of Transmittal (incorporated herein by reference to Exhibit 99.1 to the Registration
Statement on Form S-4 filed on November 20, 2008)
|
|
|
|
(a)(1)(iii)*
|
|
Form of Letter to Brokers, Dealers, Commercial Bank, Trust Companies and Other Nominees
(incorporated herein by reference to Exhibit 99.2 to the Registration Statement on Form S-4 filed
on November 20, 2008)
|
|
|
|
(a)(1)(iv)*
|
|
Form of Letter to Beneficial Holders (incorporated herein by reference to Exhibit 99.3 to the
Registration Statement on Form S-4 filed on November 20, 2008)
|
|
|
|
(a)(1)(v)*
|
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(incorporated herein by reference to Exhibit 99.5 to the Registration Statement on Form S-4 filed
on November 20, 2008)
|
|
|
|
(a)(1)(vi)*
|
|
Press Release, dated November 20, 2008 (filed on Form 8-K on November 20, 2008 pursuant to
Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c) under the
Securities Exchange Act of 1934)
|
|
|
|
(a)(1)(vii)*
|
|
Form of Indenture between the Issuer and U.S. Bank National Association (the Indenture)
incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-4 filed on
November 20, 2008)
|
|
|
|
(a)(1)(viii)
|
|
Press Release, dated December 18, 2008.
|
|
|
|
(d)(i)*
|
|
Form of Dealer Manager Agreement (incorporated herein by reference to Exhibit 1.1 to the
Registration Statement on Form S-4 filed on November 20, 2008)
|
|
|
|
(d)(ii)*
|
|
Indenture, dated as of August 11, 2004, between the Company and Wachovia Bank, National
Association, which was filed as Exhibit 4.1 to the Companys Form S-3 which was filed with the
Securities and Exchange Commission on November 2, 2004, and is incorporated herein by this
reference
|
|
|
|
(d)(iii)*
|
|
Registration Rights Agreement, dated as of August 11, 2004, which was filed as Exhibit 4.2 to the
Companys Form S-3 which was filed with the Securities and Exchange Commission on November 2,
2004, and is incorporated herein by this reference
|
|
|
|
(d)(iv)*
|
|
Shareholder Rights Agreement, dated as of December 21, 2005, by and between the Company and
Wachovia Bank, National Association, as Rights Agent, which was filed as Exhibit 4.1 to the
Companys Form 8-A which was filed on December 28, 2005, and is incorporated herein by this
reference
|
|
|
|
(d)(v)*
|
|
Amended and Restated 1999 Stock Plan, which was filed as an exhibit to the Companys Annual Report
on Form 10-K for the year ended December 31, 2007, and is incorporated herein by this reference
|
|
|
|
(d)(vi)*
|
|
Amended and Restated 2004 Employee Stock Purchase Plan, which was filed as an exhibit to the
Companys Annual Report on Form 10-K for the year ended December 31, 2007, and is incorporated
herein by this reference
|
|
|
|
(h)*
|
|
Opinion of Morgan, Lewis & Bockius, LLP as to certain U.S. federal income tax matters
(incorporated by reference to Exhibit 8.1 of the Registration Statement on Form S-4 filed on
November 20, 2008)
|
4
Pharmanet Development Grp (MM) (NASDAQ:PDGI)
Historical Stock Chart
From Jul 2024 to Jul 2024
Pharmanet Development Grp (MM) (NASDAQ:PDGI)
Historical Stock Chart
From Jul 2023 to Jul 2024