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

 

 

 

 

LIMELIGHT NETWORKS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

 

 

 

Options to Purchase Common Stock, $0.001 par value

(Title of Class of Securities)

 

 

 

 

53261M104

(CUSIP Number of Class of Securities Underlying Options to Purchase Common Stock)

 

 

 

 

Jeffrey W. Lunsford

President, Chief Executive Officer

and Chairman

Limelight Networks, Inc.

2220 W. 14th Street

Tempe, Arizona 85281

(602) 850-5000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing person)

 

 

 

 

Copies to:

 

Mark L. Reinstra, Esq.

Alexander D. Phillips, Esq.

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

(650) 493-9300

 

CALCULATION OF FILING FEE

 

 

 

 

 

 

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.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 

 

SCHEDULE TO

 

This Tender Offer Statement on Schedule TO relates to an offer (the “Offer”) by Limelight Networks, Inc., a Delaware corporation (“Limelight” or the “Company”), to Eligible Employees (as defined below) to exchange some or all of their outstanding options that were granted after April 1, 2007 and were granted under the Company’s Amended and Restated 2003 Incentive Compensation Plan and the 2007 Equity Incentive Plan (collectively, the “Plans”), whether vested or unvested, for restricted stock units.

 

Each Eligible Employee may elect to exchange options that were granted after April 1, 2007 and were granted under either of the Plans and remain outstanding and unexercised as of the expiration date. Subject to the terms of the Offer and upon the Company’s acceptance of the Eligible Employee’s properly tendered options, the tendered options will be cancelled and exchanged for restricted stock units as follows: every two (2) shares of the Company’s common stock subject to the exchanged options will be exchanged for one (1) restricted stock unit.

 

The Offer is being made pursuant to the terms and subject to the conditions set forth in: (i) the Offer to Exchange Certain Outstanding Options for Restricted Stock Units, dated May 15, 2008 (the “Offer to Exchange”), (ii) the related Cover Letter to all Eligible Employees from Jeffrey Lunsford dated May 15, 2008 and (iii) the Election Form. These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents” and are attached to this Schedule TO as Exhibits (a)(1)(A) through (a)(1)(C), respectively. An “Eligible Employee” refers to an employee of Limelight (which, for purposes of this Offer, includes all subsidiaries or affiliates of Limelight), other than the Company’s executive officers and members of the Board of Directors of Limelight, as of the commencement of the Offer and the cancellation date.

 

This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended. The information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated by reference in answer to the items required in this Schedule TO.

 

 

The information set forth under the caption “Summary Term Sheet and Questions and Answers” in the Offer to Exchange is incorporated herein by reference.

 

 

(a)  Name and Address.

 

Limelight is the issuer of the securities subject to the Offer. The address of the Company’s principal executive office is 2220 W. 14^th Street, Tempe, AZ 85281 and the telephone number at that address is (602) 850-5000. The information set forth in the Offer to Exchange in the section under the caption “The Offer” in the section entitled “Information concerning Limelight” (Section 10) is incorporated herein by reference.

 

(b)  Securities.

 

This Tender Offer Statement on Schedule TO relates to an offer by the Company to holders of certain outstanding options to purchase shares of the Company’s common stock granted under either of the Plans, to exchange such outstanding options for restricted stock units as set forth in the Offer to Exchange and upon the terms and subject to the conditions described in (i) the Offer to Exchange attached hereto as Exhibit (a)(1)(A), (ii) the related Cover Letter to all Eligible Employees from Jeffrey Lunsford, dated May 15, 2008, attached hereto as Exhibit (a)(1)(B) and (iii) the Election Form attached hereto as Exhibit (a)(1)(C).

 

As of May 15, 2008, there were options to purchase 3,667,097 shares of the Company’s common stock outstanding and eligible to participate in the Offer.

 

(c)  Trading Market and Price.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the section entitled “Price range of shares underlying the options” (Section 8) is incorporated herein by reference.

 

 

 

The filing person is the issuer. The information set forth under Item 2(a) above is incorporated herein by reference.

 

Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Exchange is incorporated herein by reference.

 

 

(a)  Material Terms.

 

The information set forth in the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” and under the caption “The Offer” in the sections entitled “Eligibility” (Section 1), “Number of options; expiration date” (Section 2), “Procedures for electing to exchange options” (Section 4), “Withdrawal rights and change of election” (Section 5), “Acceptance of options for exchange and issuance of restricted stock units” (Section 6), “Conditions of the offer” (Section 7), “Source and amount of consideration; terms of restricted stock units” (Section 9), “Status of options acquired by us in the offer; accounting consequences of the offer” (Section 12), “Legal matters; regulatory approvals” (Section 13), “Material income tax consequences” (Section 14), “Extension of offer; termination; amendment” (Section 15), “Guide to Tax Issues in Japan” (Schedule C) and “Guide to Tax Issues in the United Kingdom” (Schedule D) is incorporated herein by reference.

 

(b)  Purchases.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the section entitled “Interests of directors and executive officers; transactions and arrangements concerning the options” (Section 11), is incorporated herein by reference.

 

 

(e)  Agreements Involving the Subject Company’s Securities.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the sections entitled “Source and amount of consideration; terms of restricted stock units” (Section 9) and “Interests of directors and executive officers; transactions and arrangements concerning the options” (Section 11) is incorporated herein by reference. See also (1) Limelight Networks, Inc. Amended and Restated 2003 Incentive Compensation Plan and form of agreement thereunder, which is incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2007, (2) Limelight Networks, Inc. 2007 Equity Incentive Plan and form of agreement thereunder, which is incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1/A filed with the SEC on April 27, 2007, (3) Form of 2007 Equity Incentive Plan Restricted Stock Unit Agreement, which is incorporated by reference to Exhibit (a)(1)(I) hereof, and (4) Form of 2007 Equity Incentive Plan Restricted Stock Unit Agreement for Non-U.S. Employees, which is incorporated by reference to Exhibit (a)(1)(J) hereof.

 

 

(a)  Purposes.

 

The information set forth in the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” and under the caption “The Offer” in the section entitled “Purposes of the offer” (Section 3) is incorporated herein by reference.

 

(b)  Use of Securities Acquired.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the sections entitled “Acceptance of options for exchange and issuance of restricted stock units” (Section 6) and “Status of options acquired by us in the offer; accounting consequences of the offer” (Section 12) is incorporated herein by reference.

(c)  Plans.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the sections entitled “Purposes of the offer” (Section 3) and “Information concerning Limelight” (Section 10) is incorporated herein by reference.

 

 

(a)  Source of Funds.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the section entitled “Source and amount of consideration; terms of restricted stock units” (Section 9) is incorporated herein by reference.

 

(b)  Conditions.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the section entitled “Conditions of the offer” (Section 7) is incorporated herein by reference.

 

(d)  Borrowed Funds.

 

Not applicable.

 

 

(a)  Securities Ownership.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the section entitled “Interests of directors and executive officers; transactions and arrangements concerning the options” (Section 11) is incorporated herein by reference.

 

(b)  Securities Transactions.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the section entitled “Interests of directors and executive officers; transactions and arrangements concerning the options” (Section 11) is incorporated herein by reference.

 

 

(a)  Solicitations or Recommendations.

 

Not applicable.

 

 

(a)  Financial Information.

 

The information set forth in Schedule B to the Offer to Exchange and in the Offer to Exchange under the caption “The Offer” in the sections entitled “Information concerning Limelight” (Section 10), “Financial statements” (Section 18) and “Additional information” (Section 17) is incorporated herein by reference. Limelight’s Annual Report on Form 10-K filed with the SEC on March 25, 2008 and Quarterly Report on Form 10-Q filed with the SEC on May 14, 2008 are incorporated herein by reference and can be accessed electronically on the SEC’s website at http://www.sec.gov.

 

(b)  Pro Forma Information.

 

Not applicable.

 

 

(a)  Agreements, Regulatory Requirements and Legal Proceedings.

 

The information set forth in the Offer to Exchange under the caption “The Offer” in the section entitled “Legal matters; regulatory approvals” (Section 13) is incorporated herein by reference.

 

(b)  Other Material Information.

 

Not applicable.

 

 

 

 

(a)  Not applicable.

 

SIGNATURE

 

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.

 

Limelight Networks, Inc.

 

Jeffrey W. Lunsford

President, Chief Executive Officer and Chairman

 

Date: May 15, 2008

 

INDEX TO EXHIBITS