SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, no par value
(Title of Class of Securities)
(CUSIP Number of Class of Securities Underlying Options)
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
CHUCK SCHILLINGS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STRASBAUGH
825 BUCKLEY ROAD
SAN LUIS OBISPO
,
CALIFORNIA
93401
(
805
) 541-6424
Copies of all correspondence to:
Robert J. Zepfel
Haddan & Zepfel LLP
500 Newport Center Drive, Suite 580
Newport Beach, CA 92660
(949) 706-6000
Fax (515) 474-8659
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee
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$199,112.40
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$11.11
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*
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Calculated solely for purposes of determining the filing fee. This amount assumes that a maximum of 663,708 shares of Common Stock of Issuer, having an aggregate value of $199,112 as of July 21, 2009 will be issued pursuant to this offer. The aggregate value of such shares was calculated based on the closing price
of the Common Stock on July 21, 2009.
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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:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Filing party:
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Not applicable.
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Date filed:
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Not applicable.
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¨
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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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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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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:
¨
This Tender Offer Statement on Schedule TO relates to an offer by Strasbaugh, a California corporation (the “Company”), to exchange (the “Exchange Offer”) up to 663,708 shares of Common Stock for options to purchase an aggregate of 1,327,416 shares of Common Stock of the Company, whether
vested or unvested, that were granted under the Company’s 2007 Share Incentive Plan (the “Eligible Options”).
These Eligible Options may be exchanged for Common Stock that will be granted under the Company’s 2007 Share Incentive Plan (the “Common Stock ”) , upon the terms and subject to the conditions set forth in (i) the Offer to Exchange Outstanding Options for Common Stock, dated July 22 , 2009
(the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), (ii) Instructions to Election Form and Information Sheet, and Election Form and Information Sheet, attached hereto as Exhibit (a)(1)(B), and (iii) the Transmittal Letter, attached hereto as Exhibit (a)(1)(C). These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.” An “Eligible Optionee” refers to all employees
and directors who remain service providers through the date on which the shares of Common Stock are issued.
The information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Schedule TO.
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Item 1.
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Summary Term Sheet.
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The information set forth under the caption “Summary Term Sheet and Questions and Answers” in the Offer to Exchange is incorporated herein by reference.
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Item 2.
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Subject Company Information.
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The Company is the issuer of the securities subject to the Exchange Offer. The address of the Company’s principal executive office is 825 Buckley Road, San Luis Obispo, CA 93401 and the telephone number at that address is (805) 541-6424.
The information set forth in the Offer to Exchange under the caption “The Offer-Information About Us” is incorporated herein by reference.
The subject class of securities consists of the Eligible Options. The actual number of shares of Common Stock to be issued in the Exchange Offer will depend on the number of shares of Common Stock subject to the unexercised options tendered by optionees and accepted for exchange and cancelled. The information
set forth in the Offer to Exchange under the captions “Summary Term Sheet and Questions and Answers,” “Risks of Participating in the Offer,” and “The Offer—Acceptance of Options for Exchange and Issuance of Common Stock,” and “—Source and Amount of Consideration; Terms of Common Stock” is incorporated herein by reference.
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(c)
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Trading Market and Price.
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The information set forth in the Offer to Exchange under the caption “The Offer—Price Range of Common Stock” is incorporated herein by reference.
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Item 3.
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Identity and Background of Filing Person.
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The filing person is the issuer. The information set forth under Item 2(a) above is incorporated by reference.
Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Exchange is incorporated herein by reference.
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Item 4.
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Terms of the Transaction.
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The information set forth in the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” and “The Offer—Eligible Employees, Eligible Options, Expiration Date,” “—Purpose of the Offer,” “—Procedures,” “— Change
in Election,” “—Acceptance of Options for Exchange and Cancellation and Issuance of Common Stock,” “—Conditions of the Offer,” “—Price Range of Common Stock,” “—Source and Amount of Consideration; Terms of Common Stock,” “—Status of Options Acquired by Us in the Offer,” “—Legal Matters; Regulatory Approvals,” “—Material U.S. Federal Income Tax Consequences,” and “—Extension
of Offer; Termination; Amendment” and Schedule A attached to the Offer to Exchange is incorporated herein by reference.
The information set forth in the Offer to Exchange under the caption “The Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Involving the Options” is incorporated herein by reference.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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(a)
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Agreements Involving the Subject Company’s Securities.
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The information set forth in the Offer to Exchange under the caption “The Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Options” is incorporated herein by reference.
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Item 6.
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Purposes of the Transaction and Plans or Proposals.
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The information set forth in the Offer to Exchange under the captions “Summary Term Sheet and Questions and Answers” and “The Offer—Purpose of the Offer” is incorporated herein by reference.
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(b)
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Use of Securities Acquired.
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The information set forth in the Offer to Exchange under the captions “The Offer—Acceptance of Options for Exchange and Cancellation and Issuance of Common Stock” and “—Status of Options Acquired by us in the Offer;” is incorporated herein by reference.
The information set forth in the Offer to Exchange under the caption “The Offer—Purpose of the Offer” is incorporated herein by reference.
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Item 7.
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Source and Amount of Funds or Other Consideration.
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The information set forth in the Offer to Exchange under the caption “The Offer—Source and Amount of Consideration; Terms of Common Stock” is incorporated herein by reference.
The information set forth in the Offer to Exchange under the caption “The Offer—Conditions of the Offer” is incorporated herein by reference.
Not applicable.
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Item 8.
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Interest in Securities of the Subject Company.
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(a)
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Securities Ownership
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The information set forth in the Offer to Exchange under the caption “The Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Involving the Options” is incorporated herein by reference.
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(b)
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Securities Transactions
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The information set forth in the Offer to Exchange under the caption “The Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Involving the Options” is incorporated herein by reference.
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Item 9.
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Person/Assets, Retained, Employed, Compensated or Used.
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(a)
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Solicitations or Recommendations
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Not applicable.
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Item 10.
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Financial Statements.
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(a)
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Financial Information
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Not applicable.
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(b)
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Pro Forma Information
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Not applicable.
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Item 11.
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Additional Information.
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(a)
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Agreements, Regulatory Requirements and Legal Proceedings
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The information set forth in the Offer to Exchange under the captions “The Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Involving the Options” and “—Legal Matters; Regulatory Approvals” is incorporated herein by reference.
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(b)
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Other Material Information
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Not applicable.
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(a)(1)(A)
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Offer to Exchange Outstanding Options for Common Stock
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(a)(1)(B)
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Instructions To Election Form And Information Sheet, and Election Form and Information Sheet.
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(a)(1)(C)
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Transmittal Letter
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13.
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Information Required by Schedule 13E-3.
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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.
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Strasbaugh
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/s/ Chuck. Schillings
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President and Chief Executive Officer
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Date: July 22, 2009
Strasbaugh (CE) (USOTC:STRB)
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