Amended Statement of Ownership: Solicitation (sc 14d9/a)
December 17 2014 - 5:30PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 7)
Oplink Communications, Inc.
(Name of Subject Company)
Oplink Communications, Inc.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
68375Q403
(CUSIP Number of Class of Securities)
Stephen M. Welles
Senior Vice President and General Counsel
46335 Landing Parkway
Fremont, CA 94538
(510) 933-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
Copy to:
Scott A. Anthony, Esq.
Jack S. Bodner, Esq.
Covington & Burling LLP
333 Twin Dolphin Drive
Suite 700
Redwood Shores, CA 94065-1418
(650) 632-4700
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 7 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Oplink Communications, Inc., a Delaware corporation (Oplink), initially filed with the Securities and Exchange Commission (the SEC) on November 24, 2014 (together with any amendments and supplements thereto, including Amendment No. 1 filed with the SEC on December 3, 2014, Amendment No. 2 filed with the SEC on December 5, 2014, Amendment No. 3 filed with the SEC on December 8, 2014, Amendment No. 4 filed with the SEC on December 10, 2014, Amendment No. 5 filed on December 12, 2014, Amendment No. 6 filed on December 15, 2014 and this Amendment, the Schedule 14D-9). The Schedule 14D-9 relates to the cash tender offer by Koch Optics, Inc., a Delaware corporation (the Purchaser) and an indirect wholly-owned subsidiary of Koch Industries, Inc., a Kansas corporation (the Parent), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, and the associated preferred share purchase rights (collectively, the Shares), of Oplink, at a purchase price of $24.25 per share, net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 24, 2014, and in the related Letter of Transmittal, copies of which were filed with the Schedule 14D-9 and incorporated by reference as Exhibits (a)(1) and (a)(2) thereto, and are incorporated herein by reference.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all 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:
Exhibit No. |
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Description |
(a)(16) |
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Text of E-mail to Oplink employees, dated December 17, 2014. |
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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.
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Oplink Communications, Inc. |
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By: |
/s/ Stephen M. Welles |
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Name: |
Stephen M. Welles |
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Title: |
Senior Vice President and General Counsel |
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Dated: December 17, 2014 |
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3
Exhibit 99.(a)(16)
The following e-mail was sent to all U.S. employees of Oplink Communications, Inc. on December 17, 2014:
To All:
To address some questions weve been getting, below is a recap of how your stock options, RSUs and ESPP and other shares of stock will be cashed out in the upcoming acquisition of Oplink Communications, Inc. (Oplink) by Koch Industries, Inc. (Koch).
On the acquisition closing date, Oplink will be merged with a Koch subsidiary. The closing date is expected to be Tuesday, December 23, 2014. We will update you if the closing date changes.
Stock Options
All outstanding options (both vested and unvested) will be converted into the right to receive the cash value of the options, based on the $24.25 purchase price. The option cash amounts will be paid through Oplink payroll on December 24, 2014 (unless the closing is delayed). As a reminder, you have until 5:00 pm PT today to exercise any stock options, if you wish to do so.
RSUs
All outstanding RSUs will be converted automatically into the right to receive the cash value of the RSUs, based on the $24.25 purchase price. The RSU cash amounts will be paid through Oplink payroll on December 24, 2014 (unless the closing is delayed).
ESPP and Other Shares
Any outstanding shares of stock you hold in your Etrade account, whether from ESPP purchases, option exercises or RSUs that have vested, will be converted into cash at the $24.25 price. The payments for these shares will not be paid through payroll, but will be paid directly to your Etrade account.
Tax Withholding
Please note that all cash payments made through payroll (the stock option and RSU cash-out amounts) are subject to required withholding taxes. For this special payroll, ADP has created a temporary template for state and federal taxes. Instead of the maximum $999 on state tax, for this payroll you can withhold unlimited additional tax amounts for both federal and state taxes.
Our standard payroll deduction is 43%, to cover estimated federal and state income tax, Social Security, Medicare and state SDI. If you wish to have additional amounts withheld for federal or state taxes, on top of the 43%, please fill out the federal and/or state tax withholding form attached. Please turn in forms to Ann by Thursday morning, December 18, 2014. Please be sure to put a note on the top right indicating Special Payroll 12/24/2014 Only.
401(k)
If you have not reached the 2014 salary deferral limit, you can elect to have 401(k) contributions deducted from the special 12/24/2014 payroll. The 401(k) change form attached. Please also make sure to fill out another form for the new election if you do not wish to continue the new election level for 2015 plan year.
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