SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER
STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
GREENFIELD
ONLINE, INC.
(Name of Subject Company (Issuer))
CRISP ACQUISITION CORPORATION
MICROSOFT CORPORATION
(Names of Filing Persons (Offerors))
Common Stock, par value
$0.0001 per share
(Title of Class of Securities)
395150105
(CUSIP Number of Class of Securities)
Keith R. Dolliver
Associate General
Counsel, Finance and Operations
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
(425) 882-8080
(Name, Address
and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Lance Bass
Andrew Moore
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, WA 98101-3099
(206) 359-8000
CALCULATION OF FILING FEE
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Transaction Valuation (1)
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Amount of Filing Fee (2)
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$524,122,970
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$20,598.03
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(1)
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Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by multiplying the tender offer price of $17.50 per share by the sum of
(i) 26,339,931 shares of common stock of Greenfield Online, Inc. issued and outstanding, and (ii) 3,609,953 shares of common stock issuable on or before expiration of the offer pursuant to outstanding stock options. The calculation of the
filing fee is based on Greenfield Online, Inc.s representation of its capitalization as of September 9, 2008.
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(2)
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The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, was calculated by multiplying the transaction valuation by
0.00003930.
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x
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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: $20,598.03
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Filing Party: Crisp Acquisition Corporation and Microsoft Corporation
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Form or Registration No.: Schedule TO
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Date Filed: September 11, 2008
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¨
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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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x
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third party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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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:
x
This Amendment No. 4 (the
Amendment No. 4
) amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the
SEC
) on September 11, 2008, as amended by Amendment No. 1 filed on September 18, 2008, Amendment No. 2 filed on
September 29, 2008 and Amendment No. 3 filed on October 7, 2008 (as amended and supplemented, the
Schedule TO
), by (i) Crisp Acquisition Corporation (the
Purchaser
), a Delaware corporation
and a direct wholly owned subsidiary of Microsoft Corporation, a Washington corporation (
Microsoft
), and (ii) Microsoft. The Schedule TO relates to the offer by the Purchaser and Microsoft to purchase all of the outstanding
shares of common stock, par value $0.0001 per share (the
Shares
), of Greenfield Online, Inc., a Delaware corporation (
Greenfield
), at a purchase price of $17.50 per Share, net to the seller in cash, without
interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 11, 2008 (the
Offer to Purchase
), and in the related letter of
transmittal (the
Letter of Transmittal
which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the
Offer
), copies of which are attached to
the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
The information in the Offer to Purchase and the Letter of
Transmittal is incorporated into this Amendment No. 4 by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment
No. 4. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
Item 11.
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Additional Information.
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Items 6, 8 and 11 of the
Schedule TO are hereby amended and supplemented to include the following:
The Offer and withdrawal rights expired at 12:00
midnight, New York City time, at the end of Wednesday, October 8, 2008. Based on information provided by the Depositary, as of such time, an aggregate of 25,946,766 Shares (including 2,684,338 Shares tendered pursuant to the guaranteed
delivery procedures set forth in the Offer to Purchase) were validly tendered and not withdrawn pursuant to the Offer. Microsoft and the Purchaser have been informed by Greenfield that the number of issued and outstanding Shares as of
October 8, 2008, the date of the expiration of the Offer, was 26,370,252. The validly tendered Shares (including the Shares tendered pursuant to the guaranteed delivery procedures), together with the 1,500 Shares already owned by Microsoft,
represent approximately 98.4% of the outstanding Shares as of October 8, 2008. The Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn pursuant to the terms of the Offer. Payment for Shares accepted for
payment is expected to be made immediately pursuant to the terms of the Offer.
Pursuant to the Merger Agreement, each Greenfield director,
other than Joel R. Mesznik and Joseph A. Ripp, submitted letters of resignation from the board of directors of Greenfield effective immediately upon the Acceptance Time. Effective immediately upon the Acceptance Time, the Greenfield board of
directors appointed Keith R. Dolliver, Benjamin O. Orndorff and John A. Seethoff as Greenfield directors. Such individuals were designated for appointment as directors by Microsoft pursuant to the Merger Agreement, and their appointment provides
Microsoft with majority representation on the Greenfield board of directors.
Microsoft intends to effect, as soon as practicable after the
satisfaction of all the conditions set forth in the Merger Agreement, a short-form merger of the Purchaser with and into Greenfield with Greenfield as the surviving corporation (the
Merger
). If necessary to effectuate
the short-form merger, the Purchaser will exercise the Top-Up Option under the Merger Agreement to purchase from Greenfield, at a price of $17.50 per Share, the number of newly issued Shares equal to the number of Shares that, when added
to the number of Shares directly or indirectly owned by Microsoft or any of its subsidiaries (including the Purchaser) at the time of exercise of the Top-Up Option, constitutes the least amount required so that Microsoft and the Purchaser own more
than 90% of the number of Shares outstanding on a fully diluted basis immediately after exercise of the Top-Up Option. At the time upon which the Merger will become effective (the
Effective Time
), each Share outstanding
immediately prior to the Effective Time (other than any Shares held (i) by any direct or indirect wholly owned subsidiary of Greenfield, which Shares will be cancelled and cease to exist without delivery of consideration, (ii) in treasury
by Greenfield, which Shares will be cancelled and cease to exist without delivery of consideration, or (iii) by stockholders who exercise appraisal rights under Delaware law with respect to the Shares) will be canceled and converted into the
right to receive the same $17.50 in cash per Share, without interest thereon and less any required withholding taxes, that was paid in the Offer. Following the Merger, Greenfields common stock will cease to be traded on the NASDAQ Global
Market and Greenfield will become a direct wholly owned subsidiary of Microsoft.
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.
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MICROSOFT CORPORATION
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By:
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/s/ Keith R. Dolliver
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Keith R. Dolliver
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Assistant Secretary
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CRISP ACQUISITION CORPORATION
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By:
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/s/ Keith R. Dolliver
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Keith R. Dolliver
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President and Treasurer
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Date: October 9, 2008
EXHIBIT INDEX
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Exhibit No.
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Document
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(a)(1)(A)
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Offer to Purchase, dated September 11, 2008.*
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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Form of summary advertisement, published September 11, 2008 in
The Wall Street Journal
.*
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(a)(5)(A)
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Press release issued by Microsoft, dated August 29, 2008 (incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Microsoft and the Purchaser with the SEC on August 29,
2008).
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(a)(5)(B)
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Joint press release issued by Microsoft and Greenfield, dated September 10, 2008 (incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Microsoft and the Purchaser
with the SEC on September 10, 2008).
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(a)(5)(C)
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Complaint filed by Craig Ginman in the Connecticut Superior Court, Hartford Judicial District, on September 15, 2008.**
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(a)(5)(D)
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Application for a Temporary Injunction and Motion for Expedited Proceedings filed by Craig Ginman in the Connecticut Superior Court, Hartford Judicial District, on September 15,
2008.**
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(b)
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Not applicable.
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(d)(1)
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Agreement and Plan of Merger, dated as of August 29, 2008, by and among Microsoft Corporation, Crisp Acquisition Corporation and Greenfield Online, Inc.*
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(g)
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Not applicable.
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(h)
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Not applicable.
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* Previously
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filed on September 11, 2008 as an exhibit to the Schedule TO.
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**
Previously filed on September 18, 2008 as an exhibit to Amendment No.1 to the Schedule TO.
The
Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the filing persons. Such information can be found elsewhere in the Schedule TO and, to the
extent applicable, in other public filings these entities make, including such filings made with the SEC which are available without charge at
http://www.sec.gov
. The Merger Agreement may contain representations and warranties by the filing
persons and the other parties to the Merger Agreement. The representations and warranties reflect negotiations between the parties to the Merger Agreement and, in certain cases, merely represent allocation decisions among the parties and may not be
statements of fact. As such, the representations and warranties are solely for the benefit of the parties to the Merger Agreement and may be limited or modified by a variety of factors, including: subsequent events; information included in public
filings; disclosures made during negotiations; correspondence between the parties; and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were
made or at any other time, and you should not rely on them as statements of fact.
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