UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 1
to
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT
OF 1934
BLACK BOX CORPORATION
(Name of Subject Company (Issuer) and Filing Person
(Issuer and Offeror))
Options to Purchase Shares of Common Stock, Par Value
$0.001 Per Share
(Title of Class of Securities)
091826 10 7
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
R. Terry Blakemore
President and Chief Executive Officer
Black Box Corporation
1000 Park Drive
Lawrence, PA 15055
(724) 873-5500
(Name, address and telephone number of person authorized
to receive notices and
communications on behalf of filing person)
Copy to:
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Christopher H. Gebhardt, Esq.
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Ronald Basso, Esq.
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General Counsel
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Buchanan Ingersoll & Rooney PC
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Black Box Corporation
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One Oxford Centre, 20th Fl.
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1000 Park Drive
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Pittsburgh, PA 15219
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Lawrence, PA 15055
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(412) 562-8800
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(724) 873-6722
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CALCULATION OF FILING FEE
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Transaction Value*
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Filing Fee**
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$20,625,444
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$633.20
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Calculated solely for purposes of determining the filing fee.
This amount is based on the Black-Scholes option valuation
model, and assumes that all outstanding options eligible for
tender covering an aggregate of 800,915 shares of the
common stock of Black Box Corporation will be amended pursuant
to this offer, which may not occur. |
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The amount of the filing fee, calculated in accordance with
Rule 0-11
under the Securities Exchange Act of 1934, as amended, as
modified by Fee Advisory No. 6 for fiscal year 2007, equals
$30.70 per $1,000,000 of transaction valuation. The transaction
valuation set forth above was calculated for the sole purpose of
determining the filing fee, and should not be used or relied
upon for any other purpose. |
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Check 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. |
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Amount Previously Paid:
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$633.16
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Filing party:
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Black Box Corporation
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Form or Registration No.:
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005-42953
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Date filed:
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November 19, 2007
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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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Check the appropriate boxes below to designate any transactions
to which the statement relates: |
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third party tender offer subject to
Rule 14d-1. |
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issuer tender offer subject to
Rule 13e-4. |
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going-private transaction subject to
Rule 13e-3. |
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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. o
This Amendment No. 1 (this “Amendment”) amends
the Tender Offer Statement on Schedule TO (the
“Schedule TO”) filed by Black Box Corporation, a
Delaware corporation (the “Company”), with the
Securities and Exchange Commission on November 19, 2007
relating to the offer by the Company (the “Offer”) to
amend or replace certain options (the “Eligible
Options”) to purchase shares of Black Box Common Stock
which: (i) have exercise prices per share that were less
than the fair market value per share of the Black Box Common
Stock underlying the option on the option’s measurement
date for tax purposes, (ii) were unvested, either in whole
or in part, as of December 31, 2004 and (iii) are
outstanding (unexercised) as of the last date on which the Offer
remains open for acceptance. Capitalized terms used in this
Amendment without being defined in this Amendment have the
meanings given to them in the Schedule TO.
The purpose of this Amendment is to correct, due to rounding
error, the number of Eligible Options from 800,858 to 800,915
and to make corrections resulting therefrom.
Except as amended and supplemented hereby, all terms of the
Offer and all disclosure set forth in the Schedule TO and
the exhibits thereto remain unchanged.
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ITEM 2.
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SUBJECT
COMPANY INFORMATION.
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(b) Securities. The last sentence
of the first paragraph of Item 2(b) of the Schedule TO
is amended by changing the number “800,858” to
“800,915.”
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ITEM 11.
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ADDITIONAL
INFORMATION.
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(b) Other Material
Information. References in the Offering
Memorandum to the number of Eligible Options is hereby changed
from “800,858” to “800,915,” and the
percentage of Eligible Options to outstanding shares of Black
Box Common Stock is hereby amended from “4.52%” to
“4.53%.”
Item 12 of the Schedule TO is hereby amended to add
the following exhibit:
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Exhibit
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Number
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Description
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99
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.(a)(1)(J)
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Email Regarding Revised Election Form for Black Box Stock
Options Tender Offer
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment
No. 1 to Schedule TO is true, complete and correct.
Dated: November 21, 2007
BLACK BOX CORPORATION
Michael McAndrew
Vice President, Chief Financial Officer, Treasurer
and Secretary (Principal Accounting Officer)
1