This Amendment No. 1 (the “First Amendment”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2012 by FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (“Parent”), and by Salmon Acquisition Corporation, a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Parent. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of Schedule 13D is hereby amended and supplemented by deleting the second and third paragraphs in their entirety and adding the following text as new second and third paragraphs of Item 3:
“The initial offering period of the Offer expired at 5:00 P.M., New York City time, on Wednesday, February 15, 2012 (the “Expiration Time”). Based upon information provided by Computershare, the depositary for the Offer, on February 15, 2012, 11,654,621 Shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 82.56% of the Shares. The depositary also informed Parent that it had received commitments to tender approximately 2,093,508 additional Shares under the guaranteed delivery procedures of the Offer. On February 16, 2012, the Purchaser accepted for payment all Shares that were validly tendered in the initial offering period of the Offer and not withdrawn and promptly made payment for such Shares in accordance with the terms of the Offer and applicable law.
On February 21, 2012, the period to deliver the documents and complete the procedures required by the guaranteed delivery procedure of the Offer expired and Computershare informed the Parent that certain shareholders properly delivered 1,042,588 Shares tendered pursuant to notices of guaranteed delivery and other shareholders failed to properly deliver 1,050,920 Shares tendered pursuant to notices of guaranteed delivery. Consequently, as of February 21, 2012, an aggregate of 12,697,279 Shares were validly tendered and delivered, representing approximately 89.94% of the total outstanding Shares.”
Item 4.
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Purpose of Transaction.
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Item 4 of Schedule 13D is hereby amended and supplemented by deleting the third paragraph in its entirety and adding the following text as new third and fourth paragraphs of Item 4:
“The initial offering period of the Offer expired at 5:00 P.M., New York City time, on Wednesday, February 15, 2012. Based upon information provided by Computershare, the depositary for the Offer, on February 15, 2012, 11,654,621 Shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 82.56% of the Shares. The depositary also informed Parent that it had received commitments to tender approximately 2,093,508 additional Shares under the guaranteed delivery procedure of the Offer. On February 16, 2012, the Purchaser accepted for payment all Shares that were validly tendered in the initial offering period of the Offer and not withdrawn and promptly made payment for such Shares in accordance with the terms of the Offer and applicable law.
On February 21, 2012, the period to deliver the documents and complete the procedures required by the guaranteed delivery procedure of the Offer expired and Computershare informed the Parent that certain shareholders properly delivered 1,042,588 Shares tendered pursuant to notices of guaranteed delivery and other shareholders failed to properly deliver 1,050,920 Shares tendered pursuant to notices of guaranteed delivery. Consequently, as of February 21, 2012, an aggregate of 12,697,279 Shares were validly tendered and delivered, representing approximately 89.94% of the total outstanding Shares.”
Item 4 of Schedule 13D is hereby amended and supplemented by deleting the second sentence of the sixth paragraph in its entirety and adding the following text as new second sentence of the sixth paragraph of Item 4:
“Because the Merger must be approved by shareholders representing a majority of the outstanding shares of the Company and (including the shares validly tendered and delivered pursuant to the guaranteed delivery procedure of the Offer) the Purchaser owns approximately 89.94% of all outstanding shares of the Company, the Purchaser has sufficient votes to approve the Merger at the meeting of the shareholders.”
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of Schedule 13D is hereby amended and supplemented by deleting paragraphs (a) and (b) in their entirety and adding the following text as the new paragraphs (a) and (b) of Item 5:
“(a) and (b) Following the purchase of the Shares pursuant to the Offer and the acceptance of such Shares (including the shares validly tendered and delivered pursuant to the guaranteed delivery procedure of the Offer), Purchaser became the direct record owner of, and had the power to vote and to dispose or direct the disposition of, 12,697,279 Shares, representing approximately 89.94% of the outstanding Shares.”