Packeteer Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
02 Junho 2008 - 11:42AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
Packeteer, Inc.
(Name of Subject Company)
Packeteer, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
695210104
(CUSIP Number of Class of Securities)
DAVID YNTEMA
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
10201 NORTH DE ANZA BLVD.
CUPERTINO, CALIFORNIA 95014
(408) 873-4400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
With a copy to:
Diane Holt Frankle, Esq.
Peter M. Astiz, Esq.
DLA Piper US LLP
2000 University Avenue
East Palo Alto, California 94303-2248
(650) 833-2000
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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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This Amendment No. 3 amends and supplements Items 6, 8 and 9 of the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission (the SEC) on May 1, 2008 (as amended, the Schedule 14D-9) by Packeteer, Inc., (the
Company), a Delaware corporation, relating to a cash tender offer (the Offer) to purchase all
of the Companys common stock, par value $0.001 per share (the Shares), at a price of $7.10 per
Share net to sellers in cash, without interest and subject to any required withholding taxes, made
by Cooper Acquisition Inc., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of
Blue Coat Systems, Inc., a Delaware corporation (Blue Coat), disclosed in a Tender Offer
Statement on Schedule TO, filed with the SEC on May 1, 2008 (as amended or supplemented from time
to time, the Schedule TO). The terms and conditions of the Offer are set forth in Purchasers
offer to purchase, dated May 1, 2008 (as amended or supplemented from time to time), and the
related letter of transmittal (as amended or supplemented from time to time), which are filed as
exhibits to the Schedule TO.
Except as otherwise indicated, the information set forth in the Schedule 14D-9 remains
unchanged.
Item 6.
Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented as follows:
Except as described below and except as disclosed in the Schedule 14D-9 previously filed by the Company, as subsequently
amended, no transactions with respect to the Companys common stock have been effected by the Company or, to the Companys
knowledge, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days.
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Date of
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Nature of
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Number of Shares of
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Purchase/Sale
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Name
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Transaction
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Transaction
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Common Stock (
1)
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Price
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Dave Côté
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5/28/08
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Exercise of stock options
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350,000
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(2)
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$
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3.50
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Dave Côté
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5/28/08
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Sale
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246,200
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(3)
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$
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7.07
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David Yntema
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5/28/08
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Exercise of stock options
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43,541
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(4)
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$
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4.71
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David Yntema
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5/28/08
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Sale
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34,400
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(5)
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$
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7.07
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Dave Côté
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5/30/08
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Sale
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106,606
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$
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7.10
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Manual R. Freitas
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5/30/08
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Sale
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944
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$
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7.10
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Nelu Mihai
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5/30/08
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Sale
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4,709
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$
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7.10
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Greg Pappas
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5/30/08
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Sale
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12,256
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$
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7.10
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Ray Smets
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5/30/08
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Sale
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1,000
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$
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7.10
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David Winikoff
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5/30/08
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Sale
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1,905
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$
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7.10
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David C. Yntema
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5/30/08
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Sale
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44,575
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(6)
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$
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7.10
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Steven J. Campbell
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5/30/08
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Sale
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340,896
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(7)
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$
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7.10
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Craig W. Elliot
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5/30/08
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Sale
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32,650
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(8)
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$
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7.10
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Joseph A. Graziano
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5/30/08
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Sale
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175,000
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$
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7.10
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L. William Krause
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5/30/08
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Sale
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5,000
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$
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7.10
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Bernard F. (Bud) Mathaisel
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5/30/08
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Sale
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11,000
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$
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7.10
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Gregory E. Myers
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5/30/08
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Sale
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5,000
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$
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7.10
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Peter Van Camp
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5/30/08
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Sale
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5,000
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$
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7.10
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(1)
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Unless otherwise noted, shares sold were held directly by the officer and/or director.
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(2)
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The shares were acquired at the following option exercise price: 350,000 shares at $3.50.
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(3)
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The shares were sold at the following price: 246,200 shares at $7.07.
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(4)
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The shares were acquired at the following option exercise price: 43,541 shares at $4.71. Shares
were held by the David C. Yntema Trust, of which Mr. Yntema is trustee.
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(5)
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The shares were sold at the following price: 34,400 shares at $7.07. Shares were sold by the David
C. Yntema Trust, of which Mr. Yntema is trustee.
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(6)
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Shares were sold by the David C. Yntema Trust, of which Mr. Yntema is trustee.
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(7)
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Shares were sold by the Steven J. Campbell Rev Trust DTD 5/22/2000, of which Mr. Campbell is trustee.
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(8)
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Includes 24,650 shares that were sold by the Craig W. Elliot & Lisa A. Elliott TR Elliott Family
Revocable Trust UA 11/09/99, of which Mr. Elliott is trustee and 8,000 shares that were sold by the
Elliott Childrens Trust for the benefit of Mr. Elliotts minor children, of which Wells Fargo is
trustee.
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Item 8. Additional Information.
Item 8 is hereby amended and supplemented by adding the following text thereto:
The initial period of the Offer expired at 5:00 p.m., New York City time, on
May 30, 2008. According to Blue Coat and Purchaser, approximately 29,694,108
Shares were validly tendered and accepted for payment by Purchaser. Such
Shares, together with the 3,559,117 Shares previously purchased by Blue Coat,
represent 89.6% of the Shares outstanding as of the expiration of the Offer.
Blue Coat and Purchaser also announced the commencement of a subsequent
offering period during which Company stockholders may tender Shares for
purchase at $7.10 per Share, net to the seller in cash, without interest
thereon, less applicable withholding taxes. The subsequent offering period
commenced Friday, May 30, 2008 and is scheduled to expire at 5:00 p.m. New York
City time on Thursday, June 5, 2008, unless Blue Coat extends the subsequent
offering period.
Pursuant to the terms and conditions of the Agreement and Plan of Merger dated
as of April 20, 2008 among the Company, Blue Coat and Purchaser, Purchaser will
be merged with and into the Company, and each outstanding Share not tendered
into the Offer, including in the subsequent offering period (other than Shares
held by the Company, Blue Coat, any of their wholly-owned subsidiaries, or
stockholders who properly perfect appraisal rights under Delaware law), will be
converted into the right to receive $7.10 per Share in cash, without interest
thereon, less applicable withholding taxes. Following the consummation of the
Merger, the Company will continue as the surviving corporation and a
wholly-owned subsidiary of Blue Coat. Assuming Purchaser has acquired at least
90% of the outstanding Shares following the expiration of the subsequent
offering period, as may be extended, the Merger is expected to occur promptly
thereafter.
SIGNATURE
After reasonable 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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PACKETEER, INC.
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By:
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/s/ Dave Côté
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Dave Côté
President and Chief Executive Officer
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Date: June 2, 2008
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