Packeteer Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
2008年5月6日 - 7:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
Packeteer, Inc.
(Name of Subject Company)
Packeteer, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
695210104
(CUSIP Number of Class of Securities)
DAVID YNTEMA
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
10201 NORTH DE ANZA BLVD.
CUPERTINO, CALIFORNIA 95014
(408) 873-4400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
With a copy to:
Diane Holt Frankle, Esq.
Peter M. Astiz, Esq.
DLA Piper US LLP
2000 University Avenue
East Palo Alto, California 94303-2248
(650) 833-2000
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 1 amends and supplements Item 9 of the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission (the SEC) on May 1, 2008 (as previously filed with the SEC and as the same may be
amended or supplemented from time to time, the Schedule 14D-9) by Packeteer, Inc., (the
Company), a Delaware corporation, relating to a cash tender offer (the Offer) to purchase all
of the Companys common stock, par value $0.001 per share (the Shares), at a price of $7.10 per
Share net to sellers in cash, without interest and subject to any required withholding taxes, made
by Cooper Acquisition Inc., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of
Blue Coat Systems, Inc., a Delaware corporation (Parent), disclosed in a Tender Offer Statement
on Schedule TO, filed with the SEC on May 1, 2008 (as amended or supplemented from time to time,
the Schedule TO). The terms and conditions of the Offer are set forth in the Agreement and Plan
of Merger, dated as of April 20, 2008 (Merger Agreement), Purchasers offer to purchase, dated
May 1, 2008 (as amended or supplemented from time to time), and the related letter of transmittal
(as amended or supplemented from time to time), which are filed as exhibits to the Schedule TO.
Except as otherwise indicated, the information set forth in the Schedule 14D-9 remains
unchanged.
Item 9 is hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(10)
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Packeteer Employee Question and Answer dated May 5, 2008.
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SIGNATURE
After reasonable 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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PACKETEER, INC.
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By:
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/s/ Dave Côté
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Dave Côté
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May 5, 2008
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President and Chief Executive Officer
Date:
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EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(10)
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Packeteer Employee Question and Answer dated May 5, 2008.
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