Bradley Pharmaceuticals Inc - Amended tender offer statement by Issuer (SC TO-I/A)
January 23 2008 - 4:20PM
Edgar (US Regulatory)
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO-I/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment No.1
Bradley
Pharmaceuticals, Inc.
(Name of Subject Company
(Issuer))
Bradley
Pharmaceuticals, Inc.
(Name of Filing Person
(Offeror))
Options to Acquire
Common Stock, Par Value $.01 Per Share
(Title
of Class of Securities)
Common Stock:
104576103
(CUSIP Number of Class of Securities)
Daniel
Glassman
President and Chief Executive Officer
Bradley Pharmaceuticals, Inc.
383 Route 46 West
Fairfield, New Jersey 07004
(973) 882-1505
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
James R. Tanenbaum, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 468-8000
CALCULATION OF
FILING FEE
Transaction Valuation*
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Amount of Filing Fee
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$6,647,900
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$262.00**
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*
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Estimated
solely for purposes of determining the amount of the filing fee. Pursuant to Rule
0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction
Valuation was calculated assuming that options to acquire an aggregate of 1,204,205
shares of common stock are purchased at the purchase price applicable to each
option. This offer relates to 1,023,645 options with exercise prices below $20.00
ranging from $1.125 to $19.45, for which we will pay the difference between $20.00
and the exercise price, and 180,600 options at exercise prices greater than $20.00,
for which we will pay $0.35 per option. The amount of the filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended,
equals $39.30 per $1,000,000 of the transaction valuation.
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**
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Previously paid.
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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.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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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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|X|
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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.
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Check the following box if the
filing is a final amendment reporting the results of the tender offer: |_|
This Amendment No. 1 amends and
supplements the Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission on January 17, 2008 relating to our offer to the optionholders of
Bradley Pharmaceuticals, Inc. (Bradley) to tender options (whether vested or unvested)
that have not expired, and are outstanding under Bradleys option plans to date
(Eligible Options), in exchange for a cash payment, upon the terms and subject to the
conditions described in the Offer to Purchase, the related cover letter, the Form of
Election to Tender Eligible Options, and the Form of Notice of Withdrawal, all dated
January 17, 2008, as amended January 23, 2008.
Item 1. Summary Term Sheet.
Item 1 of the Schedule TO is hereby
amended and restated as follows:
The information set forth in the
Offer to Purchase under Summary Term Sheet is incorporated herein by reference.
Item 2. Subject Company
Information.
Items 2(b) and 2(c) of the Schedule
TO are hereby amended and restated as follows:
(b)
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Securities.
The information set forth in the Offer to Purchase under The Offer - Source and Amount
of Funds is incorporated herein by reference.
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(c)
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The
information set forth in the Offer to Purchase under The Offer - Market and Trading
Information is incorporated herein by reference.
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Item 4. Terms of the Transaction.
Item 4(a) of the Schedule TO is
hereby amended and restated as follows:
(a)
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Material
Terms.
The following sections of the Offer to Purchase contain information regarding the
material terms of the transaction and are incorporated herein by reference:
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Summary Term Sheet
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Questions and Answers about the Offer
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Significant Consequences to Non-Tendering Option Holders
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The Offer
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The Merger
Item 7. Source and Amount of
Funds and Other Consideration.
Item 7 of the Schedule TO is hereby
amended and restated as follows:
The
information set forth in the Offer to Purchase under The Offer Source and Amount of
Funds is incorporated herein by reference.
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Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and restated as follows:
(a)(1)
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Offer
to Purchase, dated January 17, 2008, as amended January 23, 2008
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(a)(2)
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Election
to Tender Form, as amended
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*(a)(3)
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Cover
Letter to the Offer to Purchase, dated January 17, 2008
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(a)(4)
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Form
of Withdrawal, as amended
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*(a)(5)
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Definitive
Proxy Statement, dated January 17, 2008; incorporated by reference to the Schedule 14A
filed by Bradley Pharmaceuticals, Inc. on January 17, 2008
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(a)(6)
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Form of notice to optionholders dated January 23, 2008
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*
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Previously
filed on Bradleys Schedule TO on January 17, 2008.
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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 Amendment No. 1 to the Schedule TO is
true, complete and correct.
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BRADLEY
PHARMACEUTICALS, INC.
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By:
/s/ Daniel Glassman
Name: Daniel Glassman
Title: President and Chief Executive Officer
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Dated: January 23, 2008
EXHIBIT INDEX
(a)(1)
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Offer
to Purchase, dated January 17, 2008, as amended January 23, 2008
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(a)(2)
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Election
to Tender Form, as amended
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*(a)(3)
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Cover
Letter to the Offer to Purchase, dated January 17, 2008
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(a)(4)
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Form
of Withdrawal, as amended
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*(a)(5)
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Definitive
Proxy Statement, dated January 17, 2008; incorporated by reference to the Schedule
14A filed by Bradley Pharmaceuticals, Inc. on January 17, 2008
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(a)(6)
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Form of notice to optionholders dated January 23, 2008
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*
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Previously
filed on Bradleys Schedule TO on January 17, 2008.
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