You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Integrated Device Technology, Inc | 1,000 | 0 | 1,000 | 0 | 1,000 | 100% |
| Glider Merger Sub, Inc | 0 | 0 | 0 | 0 | 0 | 0% |
Page 1 of 7 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
GigPeak, Inc.
(Name of Subject Company)
Glider Merger Sub, Inc.
(Offeror)
a wholly-owned
subsidiary of
Integrated Device Technology, Inc.
(Offeror)
(Name of Filing
Persons and Offerors)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
37518Q109
(Cusip Number
of Class of Securities)
Matthew Brandalise, Esq.
General Counsel and Secretary
Integrated Device Technology, Inc.
6024 Silver Creek Valley Road
San Jose, CA 95138
(408)
284-8200
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Mark V. Roeder
Josh
Dubofsky
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
(650) 328-4600
CALCULATION
OF FILING FEE
| Transaction valuation* | Amount of filing fee** | |
| $230,873,760.02 | $26,758.27 | |
| * | Estimated solely for purposes of calculating the filing fee. The transaction value was determined by adding (i) 67,641,585, the number of outstanding shares of GigPeak, Inc. common stock, multiplied by $3.08, the offer price, (ii) 6,894,399, the number of shares of common stock issuable pursuant to outstanding options with an exercise price less than the offer price of $3.08 per share, multiplied by $0.82, which is the offer price of $3.08 minus the weighted average exercise price for such options of $2.26 per share, (iii) 5,470,038 shares of common stock underlying restricted stock units, multiplied by the offer price of $3.08 per share, and (iv) 36,554, the number of shares of common stock issuable pursuant to the exercise of outstanding warrants with an exercise price less than the offer price of $3.08 per share, multiplied by $1.00, which is the offer price of $3.08 minus the weighted average exercise price for such warrants of $2.08 per share. The foregoing share figures have been provided by the issuer to the offerors and are as of March 1, 2017, the most recent practicable date. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued August 31, 2016, by multiplying the transaction value by 0.0001159. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 011(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: $26,758.27 | Filing Party: Integrated Device Technology, Inc. and Glider Merger Sub, Inc. | |
| Form or Registration No.: Schedule TO-T | Date Filed: March 7, 2017. |
| ☐ | 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:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☒ | 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: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
