SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
(Final Amendment)
(Rule 13e-100)
Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
(Amendment No. 3)
ATARI, INC.
Atari, Inc.
Infogrames Entertainment S.A.
California U.S. Holdings,
Inc.
Irata Acquisition Corp.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Jim Wilson
President and Chief Executive Officer
Atari, Inc.
417 Fifth Avenue
Telephone: (212) 726-6500
With copies to:
| |
|
|
Thomas C. Janson, Esq.
|
|
Nilene R. Evans, Esq. |
Milbank, Tweed, Hadley & McCloy LLP
|
|
Morrison & Foerster LLP |
1 Chase Manhattan Plaza
|
|
1290 Avenue of the Americas |
|
|
New York, New York 10104-0050 |
|
|
Telephone: (212) 468-8000 |
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. o The filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-(c) under the Securities Exchange Act of 1934.
b. o The filing of a registration statement under the Securities Act of 1933.
c. o A tender offer.
d. þ None of the above.
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the
transaction: þ
Calculation of Filing Fee
| |
|
|
|
|
|
|
|
| |
| Transaction Valuation* |
|
|
|
Amount of Filing Fee** |
|
|
$10,973,006.68 |
|
|
|
$431.24 |
|
| |
| * |
|
For purposes of calculating the amount of the filing fee only. |
| |
| ** |
|
The filing fee was determined by adding (a) the product of the 6,525,672 shares of common stock
that will be exchanged for cash in the transaction multiplied by the merger consideration of
US$1.68 per share, (b) the consideration expected to be paid to the holders of each of the 957,889
shares of common stock options outstanding in which the exercise price per share is less than
US$1.68 per share, and (c) the consideration expected to be paid to the holders of each of the
24,999 shares of common stock warrants outstanding in which the exercise price per share is less
than US$1.68 per share. The payment of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, was calculated by multiplying the Total
Consideration by 0.0000393. |
|
|
|
| þ |
|
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. |
Amount Previously Paid: $431.24
Form or Registration No.: Schedule 14A—Preliminary Proxy Statement
Filing Parties: Atari, Inc.
Date Filed:
June 17, 2008
This Final Amendment to Schedule 13E-3 (this
“Final Amendment”) amends the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the
“SEC”) on
June 17, 2008, as amended by Amendments No. 1, No. 2 and No. 3 to Schedule 13E-3 by (1)
Atari, Inc., a Delaware corporation (the
“Company”), the issuer of the common stock, par value
$0.10 per share (the
“Common Stock”), that is subject to the Rule l3e-3 transaction, (2) Infogrames
Entertainment S.A., a French Société Anonyme (
“Parent”), (3) California U.S. Holdings, Inc., a
California Corporation, a wholly owned subsidiary of Parent, and (4) Irata Acquisition Corp., a
Delaware corporation and an indirect wholly owned subsidiary of Parent (
“Merger Sub”).
This Final Amendment is being filed pursuant to Rule 13e-3 as a final amendment to report the
results of the Merger (as defined below).
A special meeting of the stockholders of the Company (the
“Special Meeting”) was held on
October 8, 2008 to vote on a proposal approving the merger of Merger Sub with and into the Company
(the
“Merger”), pursuant to the Agreement and Plan of Merger, dated as of
April 30, 2008 (the
“Merger Agreement”), by and among the Company, Parent, and Merger Sub. The Company’s stockholders
approved the Merger with an affirmative vote of approximately 67.2% of the Company’s outstanding
Common Stock. On
October 8, 2008 following the Special Meeting and the approval of the merger, a
Certificate of Merger was filed with the Delaware Secretary of State to effect the Merger. The
Certificate of Merger became effective (the
“Effective Time”) on
October 8, 2008. Pursuant to the
Merger, Merger Sub ceased its separate existence and the Company became an indirect wholly owned
subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share
of Common Stock (other than shares held in treasury, shares owned by Parent or Merger Sub, and
shares held by stockholders who perfect appraisal rights in accordance with Delaware law), was
converted into the right to receive $1.68 in cash, without interest and less any applicable
withholding taxes.
The Merger reduces the record number of the Company’s holders of Common Stock to below 300
and, concurrently with the filing of this Final Amendment, the Company is filing a Form 15 with the
SEC to terminate the registration of its Common Stock under Section 12(g) of the Securities Act of
1934 (the “Act”) and to suspend its reporting obligations with the SEC under the Act.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify
that the information in this statement is true, complete and correct.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
