Amended Tender Offer Statement by Issuer (sc To-i/a)
13 Setembro 2018 - 5:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Amendment No. 1)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
GlobalSCAPE, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.001 per
share
(Title of Class of Securities)
37940G109
(CUSIP Number of Class of Securities)
Matthew Goulet
4500 Lockhill-Selma,
Suite 150
San Antonio, TX
78249
(210) 308-8267
With a copy to:
Adam W. Finerman,
Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2289
(Name, address
and telephone number of person authorized to receive notices and communications on behalf of the filing persons)
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$15,000,000
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$ 1,867.50
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*
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The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase
up to $15,000,000 in value of shares of the common stock, par value $0.001 per share, of GlobalSCAPE, Inc.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended,
equals $124.50 per million dollars of the value of the transaction.
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☒
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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.
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Amount Previously Paid: $1,867.50
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Filing Party: GlobalSCAPE, Inc.
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Form or Registration No.: Schedule TO
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Date Filed: August 22, 2018
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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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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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☐
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third-party tender offer subject to Rule 14d-1.
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☒
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender offer:
☐
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
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☐
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 1 (the “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission
on August 22, 2018 (the “Schedule TO”) by GlobalSCAPE, Inc., a Delaware corporation (“GlobalSCAPE” or the
“Company”), pursuant to Rule 13e–4 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), in connection with the Company’s offer to purchase for cash up to $15,000,000 in value of shares of its common
stock, par value $0.001 per share (the “Shares”), at a price of not greater than $4.50 nor less than $4.00 per Share,
net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions
described in the Offer to Purchase, dated August 22, 2018 (the “Offer to Purchase”), a copy of which was previously
filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal, a copy of which was previously filed as
Exhibit (a)(1)(B) to the Schedule TO.
This Amendment is being filed in accordance
with Rule 13e–4(c)(3) under the Exchange Act. Only those items reported in this Amendment are amended or supplemented. Except
as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, the Letter of Transmittal
and the other documents that constitute part of the Offer remain unchanged. This Amendment should be read in conjunction with the
Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer, as each
may be further amended or supplemented from time to time. Every Item in the Schedule TO is automatically updated, to the extent
such Item incorporates by reference any section of the Offer to Purchase that is amended or supplemented herein. All capitalized
terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Offer to Purchase.
ITEM6.
Purposes of the Transaction and Plans or
Proposals.
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·
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(c) On September 13, 2018, the Company filed a Current Report on Form 8-K announcing that it had received an unsolicited offer
to acquire all of the Company’s issued and outstanding shares of common stock for $4.15 per share in cash, subject to the
completion of due diligence. The Company’s Board of Directors carefully considered the proposal, noting the Company has not
conducted and is not conducting a sale process, and concluded that the Company is not for sale. The Company has advised the bidder
of its determination. The Company has not received any further communication from the bidder to date. Any future determination
of whether to pursue a sale or other strategic transaction would be made by the Company’s board of directors and senior management
based on the particular facts and circumstances and an evaluation of whether any such transaction would be in the best interests
of our stockholders. The list contained under the heading “Incorporation by Reference” in Section 10 (“Certain
Information Concerning the Company”) of the Offer to Purchase is hereby supplemented to include:
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·
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GlobalSCAPE’s Current Reports on Form 8-K filed on August 30, 2018, September 4, 2018 and September 13, 2018; and
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·
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GlobalSCAPE’s Proxy Statement on Schedule 14A for the Company’s Annual Meeting of Stockholders to be held on October
10, 2018.
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ITEM 11.
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Additional Information.
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(c) The list contained under the heading
“Incorporation by Reference” in Section 10 (“Certain Information Concerning the Company”) of the Offer
to Purchase is hereby supplemented to include:
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·
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GlobalSCAPE’s Current Reports on Form 8-K filed on August 30, 2018, September 4, 2018 and September 13, 2018; and
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·
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GlobalSCAPE’s Proxy Statement on Schedule 14A for the Company’s Annual Meeting of Stockholders to be held on October
10, 2018.
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SIGNATURES
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.
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By:
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/s/ Karen J. Young
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Name:
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Karen J. Young
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Title:
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Chief Financial Officer
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Date: September 13, 2018
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