Transaction Valuation (1) |
Amount of Filing Fee (2) | |
$12,901,791 |
$1,186.96 |
(1) |
Calculated solely for purposes of determining the filing fee. This amount assumes that all options eligible for cancellation and exchange pursuant to this offer
will be surrendered for cancellation pursuant to this offer. The transaction value was calculated by multiplying the total number of options eligible for cancellation and exchange pursuant to this offer (1,877,990) by the average of the high and low
prices of the common stock of the Offeror as reported by Nasdaq on October 25, 2002, which was $6.87 per share. The Offeror estimates that the value of the maximum number of options acquired pursuant to this offer cannot exceed the value of an equal
number of shares of common stock of the Offeror. That is, an option to purchase one share of common stock cannot have a value greater than that of the underlying share of common stock. Therefore, the Offeror has calculated the filing fee based on
Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as amended, which provides that the transaction value may be based upon the average of the high and low prices reported in the consolidated reporting system as of a specified date within 5
business days prior to the date of the filing. Calculation of the filing fee under the method described in Rule 0-11(a)(4) for securities without a market would result in the proposed transaction value being calculated based on the book value of the
options, which is $0. |
(2) |
The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals the transaction value
multiplied by $92.00 per each U.S. $1.0 million of the value of the transaction. |
x |
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: $1,186.96 |
Filing party: Microsemi Corporation | |
Form or Registration No.: Schedule TO (SEC File No. 5-20930) |
Date filed: November 1, 2002 |
¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
¨ |
third party tender offer subject to Rule 14d-1. |
x |
issuer tender offer subject to Rule 13e-4. |
¨ |
going-private transaction subject to Rule 13e-3. |
¨ |
amendment to Schedule 13D under Rule 13d-2. |
(a)(1)(A) |
Stock Option Exchange Offer dated November 1, 2002. | |
(a)(1)(B) |
Stock Option Exchange Program Questions and Answers.* | |
(a)(1)(C) |
Form of Fax Cover Sheet to be used for transmitting Acknowledgement and Election Form.* | |
(a)(1)(D) |
Form of Acknowledgement and Election Form.* | |
(a)(1)(E) |
Form of Microsemi Receipt confirming receipt of Acknowledgement and Election Form.* | |
(a)(1)(F) |
Form of Reminder of Expiration Date.* | |
(a)(1)(G) |
E-Mail dated November 1, 2002 from David R. Sonksen, Secretary of Microsemi, to holders of Eligible Option
Grants.* | |
(a)(1)(H) |
Presentation materials regarding Stock Option Exchange Program made available for download by holders of Eligible
Option Grants.* | |
(a)(4) |
Prospectus for 1987 Microsemi Corporation Stock Plan.* | |
(b) |
Not applicable. | |
(d)(1) |
1987 Microsemi Corporation Stock Plan, as amended.* | |
(d)(2) |
Form of Notice of Stock Option Grant and Replacement Option Agreement to be used in connection with Stock Option
Exchange Program.* | |
(g) |
Transcript of statements to be made to employees by officers of Microsemi regarding the Stock Option Exchange
Program.* | |
(h) |
Not applicable. |
* |
Previously filed as an exhibit to the Schedule TO. |
MICROSEMI CORPORATION | ||
By: |
/s/ David R. Sonksen | |
David R. Sonksen | ||
Executive Vice President, Chief Financial Officer, Secretary and Treasurer |
Exhibit Number |
Description | |
(a)(1)(A) |
Stock Option Exchange Offer dated November 1, 2002. | |
(a)(1)(B) |
Stock Option Exchange Program Questions and Answers.* | |
(a)(1)(C) |
Form of Fax Cover Sheet to be used for transmitting Acknowledgement and Election Form.* | |
(a)(1)(D) |
Form of Acknowledgement and Election Form.* | |
(a)(1)(E) |
Form of Microsemi Receipt confirming receipt of Acknowledgement and Election Form.* | |
(a)(1)(F) |
Form of Reminder of Expiration Date.* | |
(a)(1)(G) |
E-Mail dated November 1, 2002 from David R. Sonksen, Secretary of Microsemi, to holders of Eligible Option
Grants.* | |
(a)(1)(H) |
Presentation materials regarding Stock Option Exchange Program made available for download by holders of Eligible
Option Grants.* | |
(a)(4) |
Prospectus for 1987 Microsemi Corporation Stock Plan.* | |
(d)(1) |
1987 Microsemi Corporation Stock Plan, as amended.* | |
(d)(2) |
Form of Notice of Stock Option Grant and Replacement Option Agreement to be used in connection with Stock Option
Exchange Program.* | |
(g) |
Transcript of statements to be made to employees by officers of Microsemi regarding the Stock Option Exchange
Program.* |
* |
Previously filed as an exhibit to the Schedule TO. |