SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
_________________________
GENESIS MICROCHIP INC.
(Name
of Subject Company)
_________________________
SOPHIA ACQUISITION CORP.,
a
wholly owned subsidiary of
STMICROELECTRONICS N.V.
(Names
of Filing Persons (offeror))
Common
Stock, Par Value $0.001 Per Share (including the associated Preferred Stock
Purchase Rights)
(Title
of Class of Securities)
37184C103
(CUSIP
Number of Class of Securities)
_________________________
Pierre Ollivier
STMicroelectronics N.V.
Chemin du Champ-des-Filles, 39
1228 Plan-les-Ouates, Geneva, Switzerland
Telephone: +41 22 929 58 76
(Name,
Address and Telephone Number of Persons Authorized to Receive Notices
and
Communications on Behalf of filing persons)
_________________________
Copy
to:
John
D. Wilson
Shearman
& Sterling LLP
525
Market Street
San
Francisco, California 94105
(415)
616-1100
CALCULATION OF FILING FEE
|
Transaction Valuation*
|
Amount of Filing Fee**
|
|
$386,760,867
|
$11,873.56
|
*
Estimated for purposes of calculating the amount of the filing fee only. Calculated
by multiplying $8.65, the per share tender offer price, by 44,712,239, the sum of
the 38,012,846 currently outstanding shares of Common Stock sought in the Offer and
the 6,699,393 shares of Common Stock subject to issuance upon exercise of
outstanding options and restricted stock units.
**
Calculated as 0.003070% of the transaction value.
|
þ
|
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.
|
Amount
Previously Paid:
$11,873.56
Filing
Party:
STMicroelectronics
N.V and
Sophia
Acquisition Corp.
Form
or Registration No:
Schedule
TO
Date
Filed:
December
18, 2007
Check
the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check
the appropriate boxes to designate any transactions to which the statement
relates:
|
þ
|
third-party tender offer subject to Rule 14d-1.
|
|
¨
|
issuer tender offer subject to Rule 13e-4.
|
|
¨
|
going-private transaction subject to Rule 13e-3.
|
|
¨
|
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:
¨
This
Amendment No. 1 (this “Amendment’) amends and supplements the Tender
Offer Statement on Schedule TO (the “Schedule TO”) filed with the
Securities and Exchange Commission on December 18, 2007 by STMicroelectronics
N.V., a limited liability company organized under the laws of the Netherlands, with
its corporate seat in Amsterdam, the Netherlands (“Parent”), and Sophia
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent
(“Purchaser”). The Schedule TO and this Amendment relate to the offer
by Purchaser to purchase all of the outstanding shares of Common Stock, par value
$0.001 per share, including the associated Series A Participating Preferred Stock
purchase rights (the “Rights” and together with the Common Stock, the
“Shares”) issued pursuant to the Preferred Stock Rights Agreement (the
“Rights Agreement”), dated as of June 27, 2002, as amended by Amendment
to the Rights Agreement, dated as of March 16, 2003, and as further amended by
Amendment No. 2 to the Rights Agreement, dated as of December 10, 2007, between the
Company and Mellon Investor Services LLC, of Genesis Microchip Inc., a Delaware
corporation (the “Company”), at a price of $8.65 per Share, net to the
seller in cash, without interest, less any applicable withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
December 18, 2007 (the “Offer to Purchase”) and in the related Letter
of Transmittal, copies of which have been filed as Exhibits (a)(1)(A) and (a)(1)(B)
to the Schedule TO (which, together with any amendments or supplements thereto,
collectively constitute the “Offer”).
The
information set forth in the Offer to Purchase (as amended hereby), including
Schedule I thereto, and the related Letter of Transmittal is incorporated herein by
reference with respect to Items 1 through 9 and Item 11 of the Schedule TO and is
supplemented by the information specifically provided in this Amendment. The
Agreement and Plan of Merger, dated as of December 10, 2007 (the “Merger
Agreement”), among Parent, Purchaser and the Company, a copy of which is
attached as Exhibit (d)(1) to the Schedule TO, is incorporated herein by reference
with respect to Items 5 and 11 of the Schedule TO.
This
Amendment is being filed to reflect the expiration of the required waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Item 11. Additional Information
The
subsection entitled “Antitrust” in Section 15 of the Offer to Purchase
entitled “Certain Legal Matters and Regulatory Approvals” is amended by
adding the following paragraph after the third paragraph of such subsection:
“At
11:59 p.m., New York City time, on Monday, January 7, 2008, the waiting period
under the HSR Act applicable to the Offer expired. Accordingly, the condition to
the Offer relating to the expiration or termination of the waiting period under the
HSR Act has been satisfied.”
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.
Dated:
January 9, 2008
STMICROELECTRONICS
N.V.
By:
/s/
Carlo Bozotti
Name:
Carlo
Bozotti
Title:
President
and Chief Executive Officer
SOPHIA
ACQUISITION CORP.
By:
/s/
Archibald Malone
Name:
Archibald
Malone
Title:
President