SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THERMA-WAVE, INC.
(Name of subject company (Issuer))
KLA-TENCOR CORPORATION
FENWAY ACQUISITION CORPORATION
(Names of Filing Persons (Offerors))
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Common Stock, $0.01 par value per share
Series B Convertible Preferred Stock, $0.01 par value per share
(Title of classes of securities)
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88343A108
NA
(CUSIP number of classes of securities) |
Jeffrey L. Hall
Chief Financial Officer
KLA-Tencor Corporation
160 Rio Robles
San Jose, California 95134-1809
Telephone: (408) 875-3000
Copies to:
William M. Kelly, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
Telephone: (650) 752-2000
(Name, address, and telephone number of person authorized to receive notices and communications on
behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation(1) |
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Amount of Filing Fee(2) |
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$73,954,744 |
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$7,914 |
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Estimated for purposes of calculating the filing fee only. This amount
is based upon an estimate of the maximum number of shares of Common
Stock and Series B Convertible Preferred Stock of Therma-Wave to be
purchased pursuant to the tender offer at the tender offer price of
$1.65 per share of Common Stock and $1.65 per share of Common Stock
into which each share of Series B Convertible Preferred Stock is
convertible. |
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The amount of the filing fee calculated in accordance with the
Securities Exchange Act of 1934, as amended, equals $107.00 for each
$1,000,000 of value. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the date of its filing. |
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Amount Previously Paid:
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$ |
7,914 |
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Filing Party:
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KLA-Tencor Corporation and Fenway Acquisition Corporation |
Form of Registration No.:
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Schedule TO
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Date Filed:
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January 18, 2007 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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þ third party tender offer subject to Rule 14d-1 |
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o issuer tender offer subject to Rule 13e-4 |
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o going private transaction subject to Rule 13e-3 |
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o 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: o
TABLE OF CONTENTS
This Amendment No. 1 to Tender Offer Statement on Schedule TO (this “Amendment”) is filed
by KLA-Tencor Corporation, a Delaware corporation (“Parent”), and Fenway Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). This Amendment relates
to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value
$0.01 per share (“Common Shares”), of Therma-Wave, Inc., a Delaware corporation (the “Company”), at
$1.65 per Common Share, net to the seller in cash without interest, less any required withholding
taxes, and all the outstanding shares of Series B Convertible Preferred Stock, par value $0.01 per
share (“Preferred Shares”), of the Company at $1.65 per Common Share into which each Preferred
Share is convertible at the time of the consummation of the Offer, net to the seller in cash
without interest, less any required withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated January 18, 2007 (the “Offer to Purchase”) and in the
related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii)
(which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the
Offer to Purchase.
The information set forth in the Offer to Purchase and the related Letter of Transmittal is
incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO,
except that such information is hereby amended and supplemented to the extent specifically provided
herein.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
“Parent does not anticipate that all regulatory conditions to the Offer, including the
expiration or termination of any applicable review process by the Ministry of Commerce of the
People’s Republic of China and the State Administration for Industry and Commerce of the People’s
Republic of China, the German Federal Cartel Office and the Restrictive Trade Practices
Commissioner in Israel, will have been satisfied by the currently scheduled expiration date of
February 14, 2007. Accordingly, on February 13, 2007, Parent announced that the Purchaser had
extended the Offer, upon the terms and conditions set forth in the Offer to Purchase, until 12:00
Midnight, New York City time, on Thursday, March 15, 2007. The Offer had been previously scheduled
to expire at 12:00 Midnight, New York City time, on Wednesday, February 14, 2007. The depositary
for the Offer has advised Parent and the Purchaser that, as of 12:00 Midnight, New York City time,
on February 12, 2007, approximately 10,327,314 Common Shares and 5,200 Preferred Shares
had been tendered and not withdrawn from the Offer.
KLA-Tencor
and Therma-Wave will continue to cooperate with the Chinese, German
and Israeli authorities to facilitate a timely review. Both firms are
confident that the acquisition should ultimately receive clearance.”