ADLR Adolor Corp. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER

SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ADOLOR CORPORATION

(Name of Subject Company (Issuer))

FRD ACQUISITION CORPORATION

CUBIST PHARMACEUTICALS, INC.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00724X102

(CUSIP Number of Common Stock)

Tamara L. Joseph

Senior Vice President, General Counsel and Secretary

Cubist Pharmaceuticals, Inc.

65 Hayden Avenue

Lexington, MA 02421

(781) 860-8660

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

Paul M. Kinsella

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (617) 951-7000

CALCULATION OF FILING FEE

*                  Estimated solely for purposes of calculating amount of filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The transaction value was calculated adding (1) the product of (a) $8.75, which is the sum of (i) the closing cash payment of $4.25 per share and (ii) $4.50 per share, which is the maximum amount payable with respect to the contingent payment rights and (b) the number of shares of common stock, par value $0.0001 per share (the “Shares”), of Adolor Corporation (“Adolor”) outstanding on a fully-diluted basis as of November 4, 2011, as represented by Adolor in the Agreement and Plan of Merger, dated as of October 24, 2011, among Cubist Pharmaceuticals, Inc., FRD Acquisition Corporation and Adolor, consisting of (x) 46,603,391 Shares issued and outstanding, (y) 1,630,542 shares issuable upon the vesting of deferred stock units, and (2) the product of (a) the difference between (x) $8.75 and (y) an exercise price of $1.19 (the lowest exercise price of any outstanding option) and (b) 4,675,370 shares issuable pursuant to outstanding options with an exercise price less than $8.75.

**           The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #3 for fiscal year 2012, issued September 29, 2011 by the Securities and Exchange Commission, equals $114.60 per million of the value of the transaction.

x           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.

o             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:

x                 third-party tender offer subject to Rule 14d-1.

o                   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

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “ Amendment ”), filed with the Securities and Exchange Commission on November 17, 2011, amends and supplements the Tender Offer Statement on Schedule TO originally filed on November 7, 2011, as amended (the “ Schedule TO ”), and relates to a tender offer by FRD Acquisition Corporation, a Delaware corporation (the “ Offeror ”) and a wholly-owned subsidiary of Cubist Pharmaceuticals, Inc., a Delaware corporation (“ Parent ”), to purchase all of the outstanding shares of Common Stock, par value $0.0001 per share (the “ Shares” ), of Adolor Corporation, a Delaware corporation (the “ Company ”), at a price of $4.25, in cash (the “Closing Amount”), for each outstanding Share, plus one non-transferrable contingent payment right (“CPR”) per Share, which represents the contractual right to receive up to $4.50, in cash, if specified regulatory and/or commercial milestones are achieved in agreed upon time periods, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer to Purchase dated November 7, 2011 (the “ Offer to Purchase ”) and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “ Offer ”).  This Amendment is being filed on behalf of the Offeror and Parent.  The Schedule TO (including the Offer to Purchase) contains important information about the Offer, all of which should be read carefully by Adolor stockholders before any decision is made with respect to the Offer.

Documentation relating to the Offer has been mailed to Adolor stockholders and may be obtained at no charge at the website maintained by the SEC at www.sec.gov and may also be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, or by calling toll-free at (800) 322-2885.

The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) thereto, respectively, is incorporated by reference in answers to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided herein.

ITEM  11.                         ADDITIONAL INFORMATION

The Schedule TO is hereby amended and supplemented by adding the following to Item 11 under Section 15 “Legal Matters” under the heading “Stockholder Litigation”:

“As disclosed in the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on November 7, 2011, Thomas Fellman filed a lawsuit in the Court of Chancery of the State of Delaware on November 1, 2011 against Adolor, each member of Adolor’s board of directors, Cubist and us. A copy of the Complaint is filed as Exhibit (a)(5)(I) to the Tender Offer Statement on Schedule TO.

On November 11, 2011, a purported stockholder of Adolor filed an amended complaint in the Court of Chancery of the State of Delaware against Adolor, each member of Adolor’s board of directors, Cubist and us (the “Amended Fellman Complaint”). This action purports to be brought individually by the plaintiff, Thomas Fellman, and on behalf of all of Adolor’s stockholders. The suit alleges that each member of Adolor’s board of directors breached his fiduciary duties owed to Adolor’s stockholders in connection with the Offer and the merger and further alleges that we, Cubist and Adolor aided and abetted Adolor’s board of directors’ breach of fiduciary duties, including the failure to disclose certain information to the stockholders in connection with the Offer. The complaint seeks, among other things, injunctive relief enjoining the Offer, or, in the event the Offer has been consummated prior to the court’s entry of final judgment, rescission of the Offer or awarding recissory damages to the plaintiff and the class. Additionally, the complaint seeks an award of damages and costs, including a reasonable allowance for attorneys’ and experts’ fees and expenses. The foregoing summary and the information are qualified in their entirety by reference to the Amended Fellman Complaint, which has been filed as Exhibit (a)(5)(O) hereto and is incorporated herein by reference.

As disclosed in the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on November 7, 2011, Stanley L. Moskal filed a lawsuit in the Court of Common Pleas of Chester County, in the Commonwealth of Pennsylvania, Civil Division on October 25, 2011 against Adolor, each member of Adolor’s board of directors, Cubist and us. A copy of the Complaint is filed as Exhibit (a)(5)(F) to the Tender Offer Statement on Schedule TO.

On November 9, 2011, an amended complaint was filed in the Court of Common Pleas of Chester County, in the Commonwealth of Pennsylvania, Civil Division against Adolor, and each member of Adolor’s board of directors, Cubist and us (the “Amended Moskal Complaint”). The action is brought by Stanley L. Moskal, who claims to be a stockholder of Adolor, on his own behalf, and seeks certification as a class action on behalf of all of Adolor’s stockholders, except the defendants and their relations and affiliates. The complaint alleges that the defendants breached their fiduciary duties, and/or aided and abetted the breach of fiduciary duties, owed to Adolor’s stockholders in connection with the Offer and the merger, and that Adolor’s Solicitation/Recommendation Statement on Schedule 14D-9 is materially misleading. The complaint seeks injunctive relief enjoining the Offer and the merger, or, in the event the Offer or the merger has been consummated prior to the court’s entry of final judgment, rescinding the Offer and the merger. The complaint also seeks an accounting for all damages and an award of costs, including a reasonable allowance for attorneys’ and experts’ fees and expenses. The foregoing summary and the information are qualified in their entirety by reference to the Amended Moskal Complaint, which has been filed as Exhibit (a)(5)(P) hereto and is incorporated herein by reference.”

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ITEM 12.                       EXHIBITS

The Schedule TO is hereby amended and supplemented by adding the following exhibits to Item 12.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

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*              Previously filed.

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