Written Communication Relating to an Issuer or Third Party (sc To-c)
19 Août 2013 - 12:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)
_________________
Multiband Corporation
(Name of Subjects Company (Issuer))
Multiband Corporation
(Name of Filing Person (Offeror and Issuer))
_________________
Options to Purchase Common Stock, No
Par Value
(Title of Class of Securities)
62544X
(CUSIP Number of Class of Securities)
(Underlying Shares of Common Stock)
James L. Mandel
Chief Executive Officer
Multiband Corporation
5605 Green Circle Drive
Minnetonka, MN
(763) 504-3000
(Name, address and telephone number of
person authorized to receive notices and
communications on behalf of filing persons)
_________________
Copies to:
Michele D. Vaillancourt
Philip T. Colton
Winthrop & Weinstine, P.A.
Capella Tower
225 South 6
th
Street, Suite
3500
Minneapolis, MN
(612) 604-6400
_________________
Calculation of Filing Fee
Transaction Valuation
|
Amount of Filing Fee
|
not applicable
|
not applicable
|
|
☒
|
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:
$493.64
Form or Registration No.:
Schedule TO
Filing Party:
Multiband Corporation
Date Filed:
July 31, 2013
|
£
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes 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 the tender offer.
☐
On Monday, August 19, 2013, the Company
will send the communication below to holders of the employee options:
Dear Holder of Options to Purchase Shares
of Common Stock of Multiband Corporation:
As you are aware, Multiband Corporation (“Multiband”)
has entered into a merger agreement with Manatee Merger Sub Corporation (“Merger Sub”), a Minnesota corporation and
a wholly-owned subsidiary of Goodman Networks Incorporated (“Parent”), a Texas corporation. Pursuant to the terms of
the merger agreement, each outstanding share of Multiband common stock will be converted into the right to receive $3.25 in cash.
It is a condition to the consummation
of the merger that all employee options be cancelled before the merger.
Because our 1999 Stock Compensation Plan (the “Plan”)
does not permit us to terminate options in the context of a transaction such as the merger without the consent of the option holders,
we are making this offer in order to provide a means for our option holders to receive value for their stock options subject to
the Plan upon the completion of the offer, whether or not the exercise price of the option is less than the $3.25 per share merger
consideration. We are also making this offer in order to ensure that no Multiband stock options will remain outstanding after the
consummation of the merger. We expect that the completion of the offer and the merger will be on or about the same date.
With respect to eligible options validly tendered,
we will pay cash in an amount equal to the number of shares of our common stock subject to the eligible options multiplied by the
greater of (a) the excess of $3.25 over the exercise price per share of such options and (b) $0.50, without interest and reduced
in each case by any applicable tax withholding.
Please
sign and date the attached Election
to Tender Eligible Options form
which lists your individual holdings of employee options that are eligible to be tendered
in the offer and the cash payment being offered in exchange for such tender of eligible options and
email it to employeeoffer@multibandusa.com,
as soon as possible
. Any cash payment made for your eligible options may be subject to tax withholding.
Please also include in the return email, a
phone number
where you can be reached, if needed.
If you have any questions concerning the program,
please send them to
employeeoffer@multibandusa.com,
and we will get back to you as soon as possible.
Multiband Finance Team
Multiband Corp. (MM) (NASDAQ:MBND)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Multiband Corp. (MM) (NASDAQ:MBND)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024