Amended Tender Offer Statement by Issuer (sc To-i/a)
December 04 2015 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Amendment No. 2)
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
COPART, INC.
(Name of
Subject Company (Issuer) and Name of Filing Person (Offeror))
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
217204106
(CUSIP Number
of Class of Securities)
A. Jayson Adair
Chief
Executive Officer
Copart, Inc.
14185 Dallas Parkway, Suite 300
Dallas, TX 75254
(972)
391-5000
(Name, address and telephone number of person authorized to receive notices and communication on behalf of Filing Persons)
Copy to:
Paul A. Styer
Senior
Vice President, General Counsel and Secretary
Copart, Inc.
14185 Dallas Parkway, Suite 300
Dallas, TX 75254
(972)
391-5000
Copy to:
Robert F. Kornegay
Michael Occhiolini
Wilson Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130-3002
Tel: (858) 350-2300
CALCULATION OF REGISTRATION FEE
|
|
|
| Transaction Valuation* |
|
Amount of Filing Fee** |
| $299,999,993.00 |
|
$30,210.00 |
| |
| * |
Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 7,317,073 shares of common stock at the maximum tender offer price of $41.00 per share. |
| ** |
The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $100.70 for each $1,000,000 of the value of the
transaction. |
| x |
Check the box if any part of the filing 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: $30,210.00 |
|
Filing Party: Copart, Inc. |
| Form or Registration No.: Schedule TO-I |
|
Date Filed: November 24, 2015 |
| ¨ |
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 transaction to which the statement relates:
| |
¨ |
third party tender offer subject to Rule 14d-1. |
| |
x |
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:
¨
If applicable, check the appropriate box(es) below to designate the appropriate rule
provision(s) relied upon:
| |
¨ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| |
¨ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
AMENDMENT NO. 2 TO SCHEDULE TO-I
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed
on November 24, 2015 by Copart, Inc., a Delaware corporation (the “Schedule TO”). The Schedule TO, as amended by this Amendment No. 2, relates to the offer (“Tender Offer”) by Copart, Inc. to purchase up to
7,317,073 shares of its common stock, par value $0.0001 per share, at a price not greater than $41.00 nor less than $38.00 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 24, 2015 (the
“Offer to Purchase”), previously filed as Exhibit (a)(1)(A) to the Schedule TO.
This Amendment No. 2 is filed to
include the information set forth below and only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does
not modify any of the information previously reported on Schedule TO.
Item 11 Additional Information.
On December 4, 2015, the Company filed a Current Report on Form 8-K, which is hereby incorporated by reference into the Schedule TO
and Offer to Purchase.
-1-
SIGNATURE
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.
|
|
|
|
|
|
|
| Date: December 4, 2015 |
|
|
|
COPART, INC. |
|
|
|
|
|
|
|
|
By: |
|
/s/ Paul A. Styer |
|
|
|
|
|
|
Name: Paul A. Styer |
|
|
|
|
|
|
Title: Senior Vice President, General Counsel, and Secretary |
-2-
Copart (NASDAQ:CPRT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Copart (NASDAQ:CPRT)
Historical Stock Chart
From Apr 2023 to Apr 2024
