BLACK BOX CORPORATION SC TO-I
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT
OF 1934
BLACK BOX CORPORATION
(Name of Subject Company (Issuer) and Filing Person
(Issuer and Offeror))
Options to Purchase Shares of Common Stock, Par Value $0.001
Per Share
(Title of Class of Securities)
091826 10 7
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
R. Terry Blakemore
President and Chief Executive Officer
Black Box Corporation
1000 Park Drive
Lawrence, PA 15055
(724) 873-5500
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of
filing person)
Copy to:
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Christopher H. Gebhardt, Esq.
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Ronald Basso, Esq.
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General Counsel
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Buchanan Ingersoll & Rooney PC
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Black Box Corporation
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One Oxford Centre, 20th Fl.
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1000 Park Drive
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Pittsburgh, PA 15219
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Lawrence, PA 15055
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(412) 562-8800
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(724) 873-6722
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CALCULATION OF FILING FEE
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Transaction Value*
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Filing Fee**
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$20,623,935
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$633.16
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* |
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Calculated solely for purposes of determining the filing fee.
This amount is based on the Black-Scholes option valuation
model, and assumes that all outstanding options eligible for
tender covering an aggregate of 800,858 shares of the
common stock of Black Box Corporation will be amended pursuant
to this offer, which may not occur. |
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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, as
modified by Fee Advisory No. 6 for fiscal year 2007, equals
$30.70 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. |
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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. |
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Amount Previously Paid:
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Not applicable.
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Filing party:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Date filed:
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Not applicable.
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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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third party tender offer subject to
Rule 14d-1. |
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þ |
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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. |
Check the following box if the filing is a final amendment
reporting the results of the tender offer.
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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99
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.(a)(1)(A)
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Offer to Amend or Replace Eligible Options.
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99
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.(a)(1)(B)
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Email Announcement of Offer to Amend or Replace Eligible Options.
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99
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.(a)(1)(C)
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PowerPoint Employee Presentation Materials.
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99
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.(a)(1)(D)
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Election Form.
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99
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.(a)(1)(E)
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Notice of Receipt of Election Form (Pre-Expiration of Offer).
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99
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.(a)(1)(F)
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Final Election Confirmation Statement (Post-Expiration of Offer).
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99
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.(a)(1)(G)
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Form of Email: Reminder Regarding Failure to Make an Election.
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99
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.(a)(1)(H)
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Form of Stock Option Amendment and Cash Bonus Agreement.
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99
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.(a)(1)(I)
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Form of Stock Option Cancellation and Regrant Agreement.
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99
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.(b)
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Not applicable.
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99
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.(d)(1)
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Black Box Corporation 1992 Stock Option Plan, as amended(1).
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99
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.(g)
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Not applicable.
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99
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.(h)
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Not applicable.
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(1) |
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The Black Box Corporation 1992 Stock Option Plan, as amended, is
incorporated herein by reference to Exhibit 10.1 to Black
Box Corporations Quarterly Report on
Form 10-Q
for the period ended June 30, 2007, file number 0-18706,
filed with the Securities and Exchange Commission on
August 16, 2007. |
ii
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ITEM 1.
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SUMMARY
TERM SHEET.
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The information set forth under the heading Summary Term
Sheet in the Offer to Amend or Replace Eligible Options
filed as Exhibit 99.(a)(1)(A) hereto (the
Offering Memorandum) is incorporated
herein by reference.
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ITEM 2.
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SUBJECT
COMPANY INFORMATION.
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(a) Name and Address. The name of
the issuer is Black Box Corporation, a Delaware corporation
(Black Box). The address of Black
Boxs principal executive office is 1000 Park Drive,
Lawrence, PA 15055 and the telephone number at that address is
(724) 746-5500.
The information set forth in the Offering Memorandum under
Section 11 (Information Concerning Black Box)
is incorporated herein by reference
(b) Securities. This Tender Offer
Statement on Schedule TO relates to an offer by Black Box
to amend or replace outstanding Eligible Options (as
defined in the Offering Memorandum) held by current employees
subject to taxation in the United States so that those options
will not be subject to adverse tax consequences under
Section 409A of the Internal Revenue Code of 1986, as
amended (Section 409A). Each
Eligible Optionee (as defined in the
Offering Memorandum) may elect to amend his or her Eligible
Options to increase the exercise price per share of Black Box
Common Stock, par value $0.001 per share (Black Box
Common Stock), purchasable thereunder and become
eligible to receive a special Cash Bonus (as defined in the
Offering Memorandum) from Black Box, all upon the terms and
subject to the conditions set forth in the Offering Memorandum
and the related Election Form attached hereto as
Exhibit 99.(a)(1)(D) (the Election
Form), the Stock Option Amendment and Cash Bonus
Agreement attached hereto as Exhibit 99.(a)(1)(H) and the
Stock Option Cancellation and Regrant Agreement attached hereto
as Exhibit 99.(a)(1)(I) (together with the Offering
Memorandum, the Election Form and the Stock Option Amendment and
Cash Bonus Agreement, as they may each be amended or
supplemented from time to time, the
Offer). Certain tendered Eligible
Options may, in lieu of such amendment, be canceled and replaced
with new options that will be exactly the same as the canceled
options but will avoid adverse tax consequences under
Section 409A. The Offer is currently set to expire at
11:59 p.m., Eastern Standard Time, on Tuesday,
December 18, 2007, but may be extended (the
Expiration Date). As of
November 12, 2007, Eligible Options to purchase
800,858 shares of Black Box Common Stock were outstanding.
The information set forth in the Offering Memorandum on the
introductory pages and under Summary Term Sheet,
Section 1 (Eligible Optionees; Eligible Options;
Amendment or Replacement of Eligible Options and Cash Bonus; New
Options; Expiration Date; Additional Considerations),
Section 3 (Status of Eligible Options Not Amended or
Replaced), Section 6 (Acceptance of Eligible
Options for Amendment or Replacement and Commitment to Pay Cash
Bonus With Respect to Amended Options) and Section 9
(Source and Amount of Consideration; Terms of Amended
Options or New Options) is incorporated herein by
reference.
(c) Trading Market and Price. The
information set forth in the Offering Memorandum under
Section 8 (Price Range of Common Stock Underlying the
Options) 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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(a) Name and Address. Black Box is
the filing person. The information set forth under
Item 2(a) above is incorporated herein by reference. The
information set forth in the Offering Memorandum under
Section 12 (Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options; and
Material Agreements with Directors and Officers) is
incorporated herein by reference.
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ITEM 4.
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TERMS
OF THE TRANSACTION.
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(a) Material Terms. The information
set forth in the Offering Memorandum on the introductory pages
and under Summary Term Sheet, Section 1
(Eligible Optionees; Eligible Options; Amendment or
Replacement of Eligible Options and Cash Bonus; New Options;
Expiration Date; Additional
1
Considerations), Section 3 (Status of Eligible
Options Not Amended or Replaced), Section 4
(Procedures for Tendering Eligible Options),
Section 5 (Withdrawal Rights), Section 6
(Acceptance of Eligible Options for Amendment or
Replacement and Commitment to Pay Cash Bonus With Respect to
Amended Options), Section 7 (Conditions of the
Offer), Section 9 (Source and Amount of
Consideration; Terms of Amended Options or New Options),
Section 10 (Amended Options and New Options Will Not
Differ from Eligible Options), Section 13
(Status of Options Accepted by Us in the Offer; Accounting
Consequences of the Offer), Section 14 (Legal
Matters; Regulatory Approvals), Section 15
(Material U.S. Federal Income Tax
Consequences), Section 16 (Extension of the
Offer; Termination; Amendment) and Section 19
(Forward-Looking Statements; Miscellaneous), is
incorporated herein by reference.
(b) Purchases. The information set
forth in the Offering Memorandum under Section 12
(Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options; and Material Agreements
with Directors and Officers) 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) Agreements Involving the Subject
Companys Securities. The information set
forth in the Offering Memorandum under Section 12
(Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options; and Material Agreements
with Directors and Officers) is incorporated herein by
reference. Black Boxs 1992 Stock Option Plan, as amended,
pursuant to which the Eligible Options have been granted and
pursuant to which any New Options will be granted, is attached
hereto as Exhibit 99.(d)(1) and contains information
regarding the subject securities.
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ITEM 6.
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PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS.
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(a) Purposes. The information set
forth in the Offering Memorandum under Section 2
(Purpose of the Offer) is incorporated herein by
reference.
(b) Use of Securities Acquired. The
information set forth in the Offering Memorandum under
Section 6 (Acceptance of Eligible Options for
Amendment or Replacement and Commitment to Pay Cash Bonus With
Respect to Amended Options) and Section 13
(Status of Options Accepted by Us in the Offer; Accounting
Consequences of the Offer) is incorporated herein by
reference.
(c) Plans. The information set
forth in the Offering Memorandum under Section 1
(Eligible Optionees; Eligible Options; Amendment or
Replacement of Eligible Options and Cash Bonus; New Options;
Expiration Date; Additional Considerations) under the
caption Additional Considerations 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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(a) Source of Funds. The
information set forth in the Offering Memorandum under
Section 9 (Source and Amount of Consideration; Terms
of Amended Options or New Options) and Section 17
(Fees and Expenses) is incorporated herein by
reference.
(b) Conditions. The information set
forth in the Offering Memorandum under Section 7
(Conditions of the Offer) is incorporated herein by
reference.
(c) Borrowed Funds. Not applicable.
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ITEM 8.
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INTEREST
IN SECURITIES OF THE SUBJECT COMPANY.
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(a) Securities Ownership. The
information set forth in the Offering Memorandum under
Section 12 (Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options; and
Material Agreements with Directors and Officers) is
incorporated herein by reference.
(b) Securities Transactions. The
information set forth in the Offering Memorandum under
Section 12 (Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options; and
Material Agreements with Directors and Officers) is
incorporated herein by reference.
2
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ITEM 9.
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PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED.
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(a) Solicitations or
Recommendations. Not applicable.
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ITEM 10.
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FINANCIAL
STATEMENTS.
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(a) Financial Information. The
information set forth in the Offering Memorandum under
Section 11 (Information Concerning Black Box)
and Section 18 (Additional Information) is
incorporated herein by reference. The information set forth in
Item 8 (Financial Statements and Supplementary
Data) of Black Boxs Annual Report on
Form 10-K
for its fiscal year ended March 31, 2007 and in Item 1
(Financial Statements) of Black Boxs Quarterly
Report on
Form 10-Q
for its fiscal quarter ended September 29, 2007 is
incorporated herein by reference.
(b) Pro Forma Information. Not
applicable.
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ITEM 11.
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ADDITIONAL
INFORMATION.
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(a) Agreements, Regulatory Requirements and Legal
Proceedings. The information set forth in the
Offering Memorandum under Section 12 (Interests of
Directors and Officers; Transactions and Arrangements Concerning
the Options; and Material Agreements with Directors and
Officers) and Section 14 (Legal Matters;
Regulatory Approvals) is incorporated herein by reference.
(b) Other Material Information. Not
applicable.
The Exhibit Index included in this Schedule TO is
incorporated herein by reference.
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ITEM 13.
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INFORMATION
REQUIRED BY
SCHEDULE 13E-3.
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Not applicable.
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.
Dated: November 19, 2007
BLACK BOX CORPORATION
Michael McAndrew
Vice President, Chief Financial Officer, Treasurer
and Secretary (Principal Accounting Officer)
3
EXHIBIT INDEX
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Exhibit
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Number
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Description
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99
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.(a)(1)(A)
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Offer to Amend or Replace Eligible Options.
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99
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.(a)(1)(B)
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Email Announcement of Offer to Amend or Replace Eligible Options.
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99
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.(a)(1)(C)
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PowerPoint Employee Presentation Materials.
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99
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.(a)(1)(D)
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Election Form.
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99
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.(a)(1)(E)
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Notice of Receipt of Election Form (Pre-Expiration of Offer).
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99
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.(a)(1)(F)
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Final Election Confirmation Statement (Post-Expiration of Offer).
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99
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.(a)(1)(G)
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Form of Email: Reminder Regarding Failure to Make an Election.
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99
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.(a)(1)(H)
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Form of Stock Option Amendment and Cash Bonus Agreement.
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99
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.(a)(1)(I)
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Form of Stock Option Cancellation and Regrant Agreement.
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99
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.(b)
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Not applicable.
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99
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.(d)(1)
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Black Box Corporation 1992 Stock Option Plan, as amended (1).
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99
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.(g)
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Not applicable.
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99
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.(h)
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Not applicable.
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(1) |
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The Black Box Corporation 1992 Stock Option Plan, as amended, is
incorporated herein by reference to Exhibit 10.1 to Black
Box Corporations Quarterly Report on
Form 10-Q
for the period ended June 30, 2007, file number 0-18706,
filed with the Securities and Exchange Commission on
August 16, 2007. |