UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

Marlin Business Services Corp.

Options to Purchase Shares of Common Stock, par value $0.01 per Share
(Title of Class of Securities)

George D. Pelose
General Counsel
Marlin Business Services Corp.
300 Fellowship Road
Mount Laurel, New Jersey 08054
Telephone: 888-479-9111

Copy to:

James W. McKenzie, Jr., Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
Telephone: 215-963-5000
Fax: 215-963-5001

CALCULATION OF FILING FEE

	Transaction valuation*			Amount of filing fee**
	$2,616,426.00			$186.55

*		The “transaction valuation” set forth above is based on the binomial option pricing model and assumes that all outstanding options eligible for tender, covering an aggregate of 528,412 shares of Common Stock of Marlin Business Services Corp., will be exchanged pursuant to this Offer, which may not occur.
**		The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No. 4 for fiscal year 2010 equals $71.30 per $1,000,000 of transaction valuation. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used or relied upon for any other purpose.
þ		Check 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:		186.55
Form or Registration No.:		Schedule TO
Filing party:		Marlin Business Services Corp.
Date filed:		April 23, 2010

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.

 

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) that Marlin Business Service Corp. filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2010 and is the final amendment relating to the Offer to Exchange Certain Outstanding Options with an Exercise Price per Share of $8.75 or Higher for New Options, dated April 23, 2010 (the “Offer”). The purpose of this Amendment is to report the results of the Offer.

ITEM 4 TERMS OF THE TRANSACTION.

Item 4(a) of the Schedule TO is hereby amended and supplemented to add the following:

The Offer expired at 11:59 p.m. Eastern Time on May 21, 2010. Pursuant to the Offer, we canceled Eligible Options to purchase 208,774 shares of our common stock and granted Replacement Options to purchase 141,421 shares of our common stock. Each Replacement Option vests in accordance with a new vesting schedule, has a new seven-year term and has an exercise price per share equal to $12.41, the fair market value of our common stock on the grant date of May 24, 2010.

SIGNATURES

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.