SC TO-I
UNITED
STATES
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
Check Point Software
Technologies Ltd.
(Name of Subject Company (Issuer) and Name of Filing Person
(Offeror))
Options
to Purchase Ordinary Shares, Nominal Value NIS 0.01 Per Share
(Title of Class of
Securities)
94-3229135
(CUSIP Number of Class of Securities)
(Underlying
Ordinary Shares) |
John Slavitt, Esq.
General Counsel
Check Point Software
Technologies, Inc.
800 Bridge Parkway
Redwood City,
California 94065
Tel: (650) 628-2110
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of filing persons)
Copies
to:
Jeffrey D. Saper, Esq.
Allison B. Spinner, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
Tel: (650) 493-9300 |
| CALCULATION OF FILING FEE |
| Transaction Valuation* |
Amount of Filing Fee** |
| $19,297,110 |
$2,064.79 |
| * |
|
Estimated
solely for the purposes of calculating the Amount of Filing Fee. The calculation of the
Transaction Valuation assumes that all options to purchase the Issuer’s ordinary
shares that are eligible for exchange will be exchanged for restricted stock units and
cancelled pursuant to this offer. These options have an aggregate value of $19,297,110 as
of September 12, 2006, calculated based on a modified Black-Scholes option pricing model. |
| ** |
|
The
Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Securities
Exchange Act of 1934, as amended, equals $107.00 for each $1,000,000 of the value of the
transaction. |
| o
|
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:
Not Applicable.
Form or Registration No.:
Not Applicable.
Filing Party: Not
Applicable.
Date Filed: Not
Applicable.
| o
|
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:
| |
o
|
third-party
tender offer subject to Rule 14d-1. |
| |
x |
issuer
tender offer subject to Rule 13e-4. |
| |
o
|
going-private
transaction subject to Rule 13e-3. |
| |
o
|
amendment
to Schedule 13D under Rule 13d-2. |
Check the following box if the filing
fee is a final amendment reporting the results of the tender offer: o
SCHEDULE TO
This
Tender Offer Statement on Schedule TO relates to an offer (the “Offer”) by
Check Point Software Technologies Ltd., a company organized under the laws of Israel
(“Check Point” or the “Company”), to exchange certain outstanding
options for restricted stock units as set forth under the Offer to Exchange Certain
Outstanding Options for Restricted Stock Units dated September 18, 2006 (the “Offer
to Exchange”), which is filed as Exhibit (a)(1)(A) hereto and incorporated herein by
reference.
This
Offer is being made upon the terms and subject to the conditions set forth in the Offer to
Exchange, which, as may be amended or supplemented from time to time, constitutes the
Offer, and which is filed as Exhibit (a)(1)(A) hereto. This Tender Offer Statement on
Schedule TO is intended to satisfy the reporting requirements of Section 13(e)
of the Securities Exchange Act of 1934, as amended.
| Item 1. |
Summary
Term Sheet. |
The
information set forth under “Summary Term Sheet and Questions and Answers” in
the Offer to Exchange is incorporated herein by reference.
| Item 2. |
Subject
Company Information. |
The
name of the issuer is Check Point Software Technologies Ltd., a company organized under
the laws of Israel, and the address of its principal executive office is 3A Jabotinsky
Street, Ramat Gan 52520, Israel. Check Point’s telephone number is +972-3-753-4555.
The information set forth in the Offer to Exchange under Section 10,
“Information concerning Check Point,” is incorporated herein by reference.
This
Tender Offer Statement on Schedule TO relates to an offer by Check Point to certain
holders of outstanding options to purchase its ordinary shares granted on or after January
1, 2004 under the 1996 Israel Stock Option Plan, the 1996 United States Stock Option Plan,
the 2000 RoW Stock Option Plan (a sub-plan of the 1996 Israel Stock Option Plan), the 2005
Israel Equity Incentive Plan, the 2005 RoW Master Equity Incentive Plan (a sub-plan of the
2005 Israel Equity Incentive Plan) or the 2005 United States Equity Incentive Plan
(collectively, the “Plans”) to cancel their outstanding options (up to a
per-person maximum of options to purchase 441,110 shares) in exchange for restricted stock
units as set forth in the Offer to Exchange and upon the terms and subject to the
conditions described in (i) the Offer to Exchange attached hereto as Exhibit (a)(1)(A),
(ii) the letter to all eligible employees from Eyal Desheh, dated September 18, 2006,
attached hereto as Exhibit (a)(1)(B), (iii) the Election Form attached hereto as Exhibit
(a)(1)(C), and (iv) the Withdrawal Form attached hereto as Exhibit (a)(1)(D).
This
Offer is open to eligible current employees of Check Point who are employees as of
September 18, 2006, other than employees located in China and Denmark, and who remain
employed through the date the exchanged options are cancelled. However, none of the
members of Check Point’s Board of Directors may participate. The information set
forth in the Offer to Exchange under “Summary Term Sheet and Questions and
Answers,” “Eligibility” (Section 1), “Number of options; expiration
date” (Section 2), “Acceptance of options for exchange and issuance of
restricted stock units” (Section 6), “Source and amount of consideration;
terms of restricted stock units” (Section 9) and “Interests of directors and
executive officers; transactions and arrangements concerning the options” (Section
11) is incorporated herein by reference.
| |
(c) |
Trading
market and price. |
There
is no established trading market for the outstanding options eligible to participate in
the Offer. The information with respect to the Company’s ordinary shares set forth in
the Offer to Exchange under Section 8, “Price range of shares underlying the
options,” is incorporated herein by reference.
| Item 3. |
Identity
and Background of Filing Person. |
The
filing person is the issuer. The information set forth under Item 2(a) above is
incorporated herein by reference.
Pursuant
to General Instruction C to Schedule TO, the information set forth on Schedule A to the
Offer to Exchange is incorporated herein by reference.
| Item 4. |
Terms
of the Transaction. |
The
information set forth in the Offer to Exchange under “Summary Term Sheet and
Questions and Answers,” “Eligibility” (Section 1), “Number of
options; expiration date” (Section 2), “Procedures for electing to exchange
options” (Section 4), “Withdrawal rights and change of election” (Section
5), “Acceptance of options for exchange and issuance of restricted stock units”
(Section 6), “Conditions of the offer” (Section 7), “Source and amount
of consideration; terms of restricted stock units” (Section 9), “Status of
options acquired by us in the offer” (Section 12), “Legal matters; regulatory
approvals” (Section 13), “Material income tax consequences” (Section 14)
and “Extension of offer; termination; amendment” (Section 15), is incorporated
herein by reference.
None
of the members of Check Point’s Board of Directors may participate in the offer. The
information set forth in the Offer to Exchange under Section 11, “Interests of
directors and officers; transactions and arrangements concerning the options,” is
incorporated herein by reference.
| Item 5. |
Past
Contacts, Transactions, Negotiations and Arrangements. |
| |
(e) |
Agreements
involving the subject company’s securities. |
The
information set forth in the Offer to Exchange under Section 9, “Source and amount of
consideration; terms of restricted stock units,” and Section 11, “Interests
of directors and officers; transactions and arrangements concerning the options,” is
incorporated herein by reference. See also (i) the form of restricted stock unit agreement
with notice of grant under the 2005 United States Equity Incentive Plan attached hereto as
Exhibit (a)(1)(H), (ii) the form of restricted stock unit agreement with notice of grant
under the 2005 Israel Equity Incentive Plan attached hereto as Exhibit (a)(1)(I), (iii)
the form of restricted stock unit agreement with notice of grant under the 2005 RoW Master
Equity Incentive Plan, (iv) the 2005 United States Equity Incentive Plan (incorporated by
reference to Exhibit 4.8 from Check Point’s Annual Report on Form 20-F for the year
ended December 31, 2005), (v) the 2005 Israel Equity Incentive Plan (incorporated by
reference to Exhibit 4.7 from Check Point’s Annual Report on Form 20-F for the year
ended December 31, 2005), and (vi) 2005 RoW Master Equity Incentive Plan (a sub-plan of
the 2005 Israel Equity Incentive Plan) attached hereto as Exhibit (d)(3).
| Item 6. |
Purposes
of the Transaction and Plans or Proposals. |
The
information set forth in the Offer to Exchange under Section 3, “Purposes of the
offer” is incorporated herein by reference.
| |
(b) |
Uses
of securities acquired. |
The
information set forth in the Offer to Exchange under Section 6, “Acceptance of
options for exchange and issuance of restricted stock units,” and Section 12,
“Status of options acquired by us in the offer,” is incorporated herein by
reference.
The
information set forth in the Offer to Exchange under Section 3, “Purposes of the
offer,” is incorporated herein by reference.
| Item 7. |
Source
and Amount of Funds or Other Consideration. |
The
information set forth in the Offer to Exchange under Section 9, “Source and
amount of consideration; terms of restricted stock units,” and Section 16, “Fees
and expenses,” is incorporated herein by reference.
The
information set forth in the Offer to Exchange under Section 7, “Conditions of
the offer,” is incorporated herein by reference.
Not applicable.
| Item 8. |
Interest
in Securities of the Subject Company. |
| |
(a) |
Securities
ownership. |
The
information set forth in the Offer to Exchange under Section 11, “Interests of
directors and officers; transactions and arrangements concerning the options,” is
incorporated herein by reference.
| |
(b) |
Securities
transactions. |
The
information set forth in the Offer to Exchange under Section 11, “Interests of
directors and officers; transactions and arrangements concerning the options,” is
incorporated herein by reference.
| Item 9. |
Person/Assets,
Retained, Employed, Compensated or Used. |
| |
(a) |
Solicitations
or Recommendations. |
Not applicable.
| Item 10. |
Financial
Statements. |
| |
(a) |
Financial
information. |
The
information set forth in the Offer to Exchange under Section 18, “Financial
statements,” is incorporated herein by reference.
| |
(b) |
Pro
forma information. |
Not applicable.
| Item 11. |
Additional
Information. |
| |
(a) |
Agreements,
regulatory requirements and legal proceedings. |
The
information set forth in the Offer to Exchange under Section 11, “Interests of
directors and officers; transactions and arrangements concerning the options,” and
Section 13, “Legal matters; regulatory approvals,” is incorporated herein by
reference.
| |
(b) |
Other
material information. |
Not applicable.
| Exhibit Number |
Description |
| (a)(1)(A) |
|
Offer
to Exchange Certain Outstanding Options for Restricted Stock Units, dated
September 18, 2006 |
| (a)(1)(B) |
|
Letter
to all eligible employees from Eyal Desheh, dated September 18, 2006 |
| (a)(1)(D) |
|
Withdrawal
form |
| (a)(1)(E) |
|
Form
of addendum |
| (a)(1)(F) |
|
Form
of acknowledgment of receipt of documents relating to the offer |
| (a)(1)(G) |
|
Form
of reminder e-mails |
| (a)(1)(H) |
|
Form
of restricted stock unit agreement with notice of grant under the 2005 United States
Equity Incentive Plan |
| (a)(1)(I) |
|
Form
of restricted stock unit agreement with notice of grant under the 2005 Israel Equity
Incentive Plan |
| (a)(1)(J) |
|
Form
of restricted stock unit agreement with notice of grant under the 2005 RoW Master Equity
Incentive Plan |
| (d)(1) |
|
2005
United States Equity Incentive Plan (incorporated by reference to Exhibit 4.8 from Check
Point's Annual Report on Form 20-F for the year ended
December 31, 2005) |
| (d)(2) |
|
2005
Israel Equity Incentive Plan (incorporated by reference to Exhibit 4.7 from Check
Point's Annual Report on Form 20-F for the year ended
December 31, 2005) |
| (d)(3) |
|
2005
RoW Master Equity Incentive Plan (a sub-plan of the 2005 Israel Equity Incentive Plan) |
| Item 13. |
Information
Required by Schedule 13e-3. |
Not
applicable.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
|
|
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
By: /s/ Eyal Desheh
——————————————
Eyal Desheh
Executive Vice President and Chief Financial Officer |
Date: September 18, 2006
INDEX TO EXHIBITS
| Exhibit Number |
Description |
| (a)(1)(A) |
|
Offer
to Exchange Certain Outstanding Options for Restricted Stock Units, dated
September 18, 2006 |
| (a)(1)(B) |
|
Letter
to all eligible employees from Eyal Desheh, dated September 18, 2006 |
| (a)(1)(D) |
|
Withdrawal
form |
| (a)(1)(E) |
|
Form
of addendum |
| (a)(1)(F) |
|
Form
of acknowledgment of receipt of documents relating to the offer |
| (a)(1)(G) |
|
Form
of reminder e-mails |
| (a)(1)(H) |
|
Form
of restricted stock unit agreement with notice of grant under the 2005 United States
Equity Incentive Plan |
| (a)(1)(I) |
|
Form
of restricted stock unit agreement with notice of grant under the 2005 Israel Equity
Incentive Plan |
| (a)(1)(J) |
|
Form
of restricted stock unit agreement with notice of grant under the 2005 RoW Master Equity
Incentive Plan |
| (d)(1) |
|
2005
United States Equity Incentive Plan |
| (d)(2) |
|
2005
Israel Equity Incentive Plan |
| (d)(3) |
|
2005
RoW Master Equity Incentive Plan (a sub-plan of the 2005 Israel Equity Incentive Plan) |