Christopher H. Gebhardt, Esq.
|
Ronald Basso, Esq. | |
General Counsel
|
Buchanan Ingersoll & Rooney PC | |
Black Box Corporation
|
One Oxford Centre, 20th Fl. | |
1000 Park Drive
|
Pittsburgh, PA 15219 | |
Lawrence, PA 15055
|
(412) 562-8800 | |
(724) 873-6722
|
Transaction Value*
|
Filing Fee**
|
|
$20,625,444
|
$633.20 |
* | Calculated solely for purposes of determining the filing fee. This amount is based on the Black-Scholes option valuation model, and assumes that all outstanding options eligible for tender covering an aggregate of 800,915 shares of the common stock of Black Box Corporation will be amended pursuant to this offer, which may not occur. | |
** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No. 6 for fiscal year 2007, equals $30.70 per $1,000,000 of transaction valuation. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used or relied upon for any other purpose. | |
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:
|
$633.20 | Filing party: | Black Box Corporation | |||
Form or Registration No.:
|
005-42953 | Date filed: |
November 19, 2007 and November 21, 2007 |
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. | |
þ | 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. |
1
By: |
/s/ Michael McAndrew
|
2
Exhibit | ||
Number | Description | |
99.(a)(1)(A)
|
Offer to Amend or Replace Eligible Options.* | |
99.(a)(1)(B)
|
Email Announcement of Offer to Amend or Replace Eligible Options.* | |
99.(a)(1)(C)
|
PowerPoint Employee Presentation Materials.* | |
99.(a)(1)(D)
|
Election Form.* | |
99.(a)(1)(E)
|
Notice of Receipt of Election Form (Pre-Expiration of Offer).* | |
99.(a)(1)(F)
|
Final Election Confirmation Statement (Post-Expiration of Offer).* | |
99.(a)(1)(G)
|
Form of Email: Reminder Regarding Failure to Make an Election.* | |
99.(a)(1)(H)
|
Form of Stock Option Amendment and Cash Bonus Agreement.* | |
99.(a)(1)(I)
|
Form of Stock Option Cancellation and Regrant Agreement.* | |
99.(a)(1)(J)
|
Email Regarding Revised Election Form for Black Box Stock Options Tender Offer.* | |
99.(b)
|
Not applicable. | |
99.(d)(1)
|
Black Box Corporation 1992 Stock Option Plan, as amended (1). | |
99.(g)
|
Not applicable. | |
99.(h)
|
Not applicable. |
* | Previously filed. | |
(1) | The Black Box Corporation 1992 Stock Option Plan, as amended, is incorporated herein by reference to Exhibit 10.1 to Black Box Corporations Quarterly Report on Form 10-Q for the period ended June 30, 2007, file number 0-18706, filed with the Securities and Exchange Commission on August 16, 2007. |
3