UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

 

 

MOLDFLOW CORPORATION

(Name of subject company (Issuer))

 

 

SWITCH ACQUISITION CORPORATION

a wholly owned subsidiary of

AUTODESK, INC.

(Name of Filing Persons (Offerors))

 

Common Stock, par value $0.01 per share		608507109
(Title of classes of securities)		(CUSIP number of common stock)

Pascal W. Di Fronzo, Esq.

Senior Vice President, General Counsel and Secretary

Autodesk, Inc.

111 McInnis Parkway

San Rafael, California 94903

(415) 507-5000

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

 

 

Copies to:

Michael S. Ringler, Esq.

Jason P. Sebring, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market Street

Spear Tower, Suite 3300

San Francisco, CA 94105

(415) 947-2000

 

 

CALCULATION OF REGISTRATION FEE

 

Transaction Valuation (1)		Amount of Filing Fee (2)
$290,737,986.00		$11,426.00

 

(1)

Estimated for purpose of calculating the filing fee only. The transaction valuation was determined by multiplying the purchase price of $22.00 per share by the sum of (i) the 12,104,522 shares of common stock, par value $0.01 per share, of Moldflow Corporation (the “Shares”), issued and outstanding as of April 30, 2008; and (ii) the 1,110,841 Shares that are issuable under outstanding Moldflow stock options as of April 30, 2008 with an exercise price of less than $22.00 per Share

(2)	The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of value.

 

x	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:		$11,426		Filing Party:		Switch Acquisition Corporation and Autodesk Inc.
Form of Registration No.:		Schedule TO		Date Filed:		May 15, 2008

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x	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: ¨

 

 

 

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This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 15, 2008 (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) by (i) Switch Acquisition Corporation, a Delaware corporation (the “Purchaser”) and wholly-owned subsidiary of Autodesk, Inc., a Delaware corporation (“Autodesk”) and (ii) Autodesk. The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Moldflow Corporation, a Delaware corporation ( “Moldflow”), at a purchase price of $22.00 per Share net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 15, 2008 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) (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 Annex I thereto, is hereby incorporated by reference in answer to Items 1 through 11 of the Schedule TO, and is supplemented by the information specifically provided in this Amendment.

This Amendment is being filed to disclose the results of the Offer.

Amendment to Offer to Purchase

1. Item 11 of the Offer to Purchase is hereby amended and supplemented by adding the following to the end thereof:

“The initial offering period for the Offer expired at 12:00 midnight, New York City time, on June 12, 2008. The depositary of the Offer has advised Autodesk that, as of the expiration of the Offer, approximately 9,170,044 Shares (as well as 816,859 Shares that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the Offer, which together represent 81.32% of Moldflow’s issued and outstanding Shares. All validly tendered Shares have been accepted for payment in accordance with the terms of the Offer.

The Purchaser has commenced a subsequent offering period for all remaining untendered Shares expiring at 6:00 p.m., New York City time, on Thursday, June 19, 2008. During the subsequent offering period, holders of Shares who did not previously tender their Shares into the Offer may do so and will promptly receive the same purchase price as paid pursuant to the Offer of $22.00 per Share in cash, without interest thereon, less any required withholding taxes. The procedures for accepting the Offer and tendering Shares during the subsequent offering period are the same as those described for the Offer to Purchase except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) Shares tendered during the subsequent offering period may not be withdrawn. A copy of the press release announcing results of the offer and commencement of the subsequent offering period is filed as Exhibit (a)(5)(iii) hereto.

2. Item 12 of the Statement is amended and supplemented by adding the following:

“(a)(5)(iii) Press Release issued by Autodesk on June 13, 2008.”

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After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 13, 2008

 

-2-

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EXHIBIT INDEX

 

Exhibit Number		Description
(a)(1)(i)		Offer to Purchase, dated May 15, 2008.*†
(a)(1)(ii)		Form of Letter of Transmittal.*†
(a)(1)(iii)		Form of Notice of Guaranteed Delivery.*†
(a)(1)(iv)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*†
(a)(1)(v)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*†
(a)(1)(vi)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*†
(a)(1)(vii)		Instructions for the Requestor of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY*†
(a)(1)(viii)		Form of Summary Advertisement as published on May 15, 2008 in The New York Times. †
(a)(5)(i)		Press Release issued by Autodesk on May 1, 2008. (1)
(a)(5)(ii)		Excerpts from the transcript of Autodesk’s teleconference held on May 15, 2008 reporting Autodesk’s earnings for the first fiscal quarter of 2009. †
(a)(5)(iii)		Press Release issued by Autodesk on June 13, 2008.
(b)		None.
(d)(1)		Agreement and Plan of Merger, dated as of May 1, 2008, by and among Autodesk, the Purchaser and Moldflow. (2)
(d)(2)		Form of Tender and Voting Agreement (3)
(d)(3)		Confidentiality Agreement, dated as of January 1, 2008, by and between Autodesk and Moldflow.†
(d)(4)		Exclusivity Agreement, dated as of March 28, 2008, by and between Autodesk and Moldflow.†
(g)		None.
(h)		None.

 

*	Included in mailing to stockholders.

†	Previously filed

(1)	Incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Autodesk, Inc. on May 1, 2008.

(2)	Incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Autodesk, Inc. on May 1, 2008.

(3)	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Autodesk, Inc. on May 1, 2008.

Exhibit (a)(5)(iii)

 

PRESS RELEASE   Media Colleen Rubart Tel: 415-547-2368 Email: colleen.rubart@autodesk.com   Investors David Gennarelli Tel: 415-507-6033 Email: david.gennarelli@autodesk.com   Autodesk Takes Ownership of Moldflow   SAN RAFAEL, Calif., June 13 – Autodesk, Inc. (Nasdaq: ADSK), a leader of design innovation software and technologies, today announced stockholders of Moldflow Corporation tendered approximately 9,170,044 shares (as well as 816,859 shares that were tendered pursuant to guaranteed delivery procedures) which together represent 81.32% of Moldflow’s issued and outstanding shares.   The tender offer expired at midnight, New York City time, on Thursday, June 12, 2008. Autodesk has accepted for payment all shares tendered in the offer.   A subsequent offering period with respect to the tender offer for the remaining shares of Moldflow will run until 6:00 pm, New York City time, on Thursday, June 19, 2008. During the subsequent offering period, holders of shares who did not previously tender their shares into the Offer may do so and will promptly receive the same purchase price as paid pursuant to the Offer of $22.00 per share in cash, without interest thereon, less any required withholding taxes. The procedures for accepting the Offer and tendering shares during the subsequent offering period are the same as those used in the tender offer except that: (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) shares tendered during the subsequent offering period may not be withdrawn.   About Autodesk   Autodesk, Inc. is the world leader in 2D and 3D design software for the manufacturing, building and construction, and media and entertainment markets. Since its introduction of AutoCAD software in 1982, Autodesk has developed the broadest portfolio of state-of-the-art digital prototyping solutions to help customers experience their ideas before they are real. Fortune 1000 companies rely on Autodesk for the tools to visualize, simulate and analyze real-world performance early in the design process to save time and money, enhance quality and foster innovation.   Autodesk and AutoCAD are registered trademarks or trademarks of Autodesk, Inc. in the USA and/or other countries. All other brand names, product names or trademarks belong to their respective holders. Autodesk reserves the right to alter product offerings and specifications at any time without notice, and is not responsible for typographical or graphical errors that may appear in this document. © 2008 Autodesk, Inc. All rights reserved.   Additional Information   This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer

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materials) filed by Autodesk and Switch Acquisition Corp. with the SEC on May 15, 2008, as amended. In addition, Moldflow filed a Solicitation/Recommendation Statement on Schedule 14D-9 on May 15, 2008 , as amended, with the SEC related to the tender offer. The Tender Offer Statement (and related materials) and the Solicitation/Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained at no charge upon request to Georgeson, Inc. the information agent for the tender offer, at 199 Water Street. 26th Floor, New York NY, 10038, or by calling toll free at (877) 278-9677. In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website at www.sec.gov.   ###