UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Greenfield Online, Inc.
(Name of Subject Company)
Greenfield Online, Inc.
(Names of Person(s) Filing Statement)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
395150105
(CUSIP Number of Class of Securities)
Jonathan A. Flatow
General Counsel and Chief Administrative Officer
21 River Road,
Wilton, CT 06897
(203) 846-5721
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Robert B. Schumer
Matthew W. Abbott
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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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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This Amendment No. 5 to the Schedule 14D-9 (this Amendment No. 5) filed with the Securities and
Exchange Commission (the SEC) on October 9, 2008, amends and supplements the Schedule 14D-9 filed
with the SEC on September 11, 2008, by Greenfield Online, Inc. (the Company or Greenfield), a Delaware corporation, as amended by Amendment No. 1
filed on September 18, 2008, Amendment No. 2 filed on September 29, 2008, Amendment No. 3 filed on
October 2, 2008 and Amendment No. 4 filed on October 7, 2008 (as amended and supplemented, the
Schedule 14D-9). The Schedule 14D-9 relates to the tender offer by Crisp Acquisition Corporation,
a Delaware corporation (Offeror) and a wholly-owned subsidiary of Microsoft Corporation, a
Washington corporation (Microsoft or Parent), as disclosed in the Tender Offer Statement on
Schedule TO filed with the SEC on September 11, 2008 (as amended or supplemented from time to time,
the Schedule TO) by Offeror and Parent, to purchase all of the issued and outstanding shares of
common stock, par value $0.0001 per share, of the Company (the Shares) 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 (as amended or supplemented from time to time, the Offer to Purchase)
and in the related Letter of Transmittal (as amended or supplemented from time to time, the Letter
of Transmittal). Copies of the Offer to Purchase and Letter of Transmittal were attached to the
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) thereto, respectively.
The information in the Schedule 14D-9 is incorporated into this Amendment No. 5 by reference to all
of the applicable items in the Schedule 14D-9, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 8.
Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding 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
to Parent 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. Parent and Offeror have been also informed by the
Company 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 Parent, represent
approximately 98.4% of the outstanding Shares as of October 8, 2008. The
Offeror 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 Microsoft Agreement, each director of the Company, other
than Joel R. Mesznik and Joseph A. Ripp, submitted letters of resignation from
the Board effective immediately upon the Acceptance Time. Effective
immediately upon the Acceptance Time, the Board appointed Keith R. Dolliver,
Benjamin O. Orndorff and John A. Seethoff as directors of the Company. Such
individuals were designated for appointment as directors by Parent pursuant to
the Microsoft Agreement, and their appointment provides Parent with majority
representation on the Board.
Parent intends to effect, as soon as practicable after the satisfaction of
all the conditions set forth in the Microsoft Agreement, a short-form merger
of the Offeror with and into the Company, with the Company as the surviving
corporation (the Merger). If necessary to effectuate the short-form
merger, the Company was informed by the Offeror that it will exercise the Top-Up Option under the Microsoft
Agreement to purchase from the Company, 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 Parent or any of its
subsidiaries (including the Offeror) at the time of exercise of the Top-Up
Option, constitutes the least amount required so that Parent and the Offeror
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 the Company, which Shares will be
cancelled and cease to exist without delivery of consideration, (ii) in
treasury by the Company, 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, the Company was informed
by Parent that it intends to delist the Shares from the NASDAQ Global Market and the Company will become a direct wholly
owned subsidiary of Parent.
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