Greenfield Online Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
2008年10月2日 - 11:56PM
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. 3)
Greenfield Online, Inc.
(Name of Subject Company)
Greenfield Online, Inc.
(Names of Person(s) Filing Statement)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
395150105
(CUSIP Number of Class of Securities)
Jonathan A. Flatow
General Counsel and Chief Administrative Officer
21 River Road,
Wilton, CT 06897
(203) 846-5721
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Robert B. Schumer
Matthew W. Abbott
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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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. 3 to the Schedule 14D-9 (this Amendment No. 3) filed with the Securities and
Exchange Commission (the SEC) on October 2, 2008, amends and supplements the Schedule 14D-9 filed
with the SEC on September 11, 2008, by Greenfield
Online, Inc. (the Company or Greenfield), a Delaware corporation, as amended by Amendment No. 1
filed on September 18, 2008 and Amendment No. 2 filed on September 29, 2008 (as amended and
supplemented, the Schedule 14D-9). The Schedule 14D-9 relates to the tender offer by Crisp
Acquisition Corporation, a Delaware corporation (Offeror) and a wholly-owned subsidiary of
Microsoft Corporation, a Washington corporation (Microsoft or Parent), as disclosed in the
Tender Offer Statement on Schedule TO filed with the SEC on September 11, 2008 (as amended or
supplemented from time to time, the Schedule TO) by Offeror and Parent, to purchase all of the
issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the
Shares) at a purchase price of $17.50 per Share net to the seller in cash, without interest
thereon, and less any required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated September 11, 2008 (as amended or supplemented from time to
time, the Offer to Purchase) and in the related Letter of Transmittal (as amended or supplemented
from time to time, the Letter of Transmittal). Copies of the Offer to Purchase and Letter of
Transmittal were attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) thereto,
respectively.
The information in the Schedule 14D-9 is incorporated into this Amendment No. 3 by reference to all
of the applicable items in the Schedule 14D-9, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 9.
Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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Exhibit No.
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Description
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(a)(18)
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Letter to CSS Employees of
Greenfield Online, Inc., dated October 1, 2008
(incorporated herein by reference to Exhibit 99.1 of Form 8-K filed by the Company on
October 2, 2008).
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(a)(19)
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Frequently Asked Questions to CSS Employees of Greenfield Online, Inc., dated October
1, 2008 (incorporated herein by reference to Exhibit 99.2 of Form 8-K filed by the
Company on October 2, 2008).
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(a)(20)
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Letter to ISS Employees of Greenfield Online, Inc., dated October 2, 2008
(incorporated herein by reference to Exhibit 99.3 of Form 8-K filed by the Company on
October 2, 2008).
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(a)(21)
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Frequently Asked Questions to ISS Employees of Greenfield Online, Inc., dated October
2, 2008 (incorporated herein by reference to Exhibit 99.4 of Form 8-K filed by the
Company on October 2, 2008).
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the undersigned certifies that
the information set forth in this Amendment No. 3 to Schedule 14D-9 is true, complete and correct.
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GREENFIELD ONLINE, INC.
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By:
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/s/ Albert Angrisani
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Name:
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Albert Angrisani
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Title:
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President and Chief Executive Officer
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Dated: October 2, 2008
3
Greenfield Online (NASDAQ:SRVY)
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