Written Communication Relating to an Issuer or Third Party (sc To-c)
24 Agosto 2016 - 3:18PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender
Offer Statement under Section 14(d)(1) Or 13(e)(1)
of the Securities Exchange Act of 1934
Skullcandy, Inc.
(Name
of Subject Company (Issuer))
MRSL Merger Co.
(Offeror)
a wholly owned
subsidiary of
MRSK Hold Co.
(Parent of Offeror)
Mill
Road Capital II, L.P.
(Other Person)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
83083J104
(CUSIP number
of class of securities)
MRSK Hold Co.
Attn: Thomas E. Lynch
382 Greenwich Ave., Suite One
Greenwich, Connecticut 06830
Telephone: (203) 987-3500
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With copies to:
Peter M. Rosenblum, Esq.
Joseph A. Basile, Esq.
Foley Hoag LLP
155
Seaport Blvd.
Boston, Massachusetts 02210
(617) 832-1000
CALCULATION
OF FILING FEE
|
|
|
|
|
Transaction Valuation
|
|
Amount of Filing Fee
|
|
N/A*
|
|
N/A*
|
|
*
|
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer.
|
|
¨
|
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:
|
|
N/A
|
|
Filing Party:
|
|
N/A
|
|
Form or Registration No.:
|
|
N/A
|
|
Date Filed:
|
|
N/A
|
|
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a 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:
¨
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
|
¨
|
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
|
|
¨
|
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This filing relates solely to preliminary communications made before the commencement of a planned tender offer
by MRSL Merger Co. (“Purchaser”), a wholly owned subsidiary of MRSK Hold Co. (“Parent”), for all of the outstanding shares of common stock, par value $0.0001 per share, of Skullcandy, Inc. (“Skullcandy”), to be
commenced pursuant to the Agreement and Plan of Merger, dated as of August 23, 2016, by and among Parent, Purchaser and Skullcandy.
The tender offer
described in this filing and the exhibit filed herewith has not yet commenced, and this filing is neither an offer to purchase nor a solicitation of an offer to sell any shares of common stock of Skullcandy. Upon commencement of the tender offer,
Purchaser and Parent will file with the Securities and Exchange Commission (the “SEC”) and mail to Skullcandy stockholders a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and related
documents, and thereafter, Skullcandy will file with the SEC and mail to its stockholders a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND SKULLCANDY STOCKHOLDERS ARE URGED TO READ THE
TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. These materials will be made available to Skullcandy stockholders at no expense to them. In addition, all of these materials (and all other
tender offer documents filed by Purchaser, Parent and Skullcandy with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
Exhibit 99.1
|
|
Press Release dated August 24, 2016
|
Skullcandy, Inc. (MM) (NASDAQ:SKUL)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Skullcandy, Inc. (MM) (NASDAQ:SKUL)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
