sctovi
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLU MOBILE INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Options to Purchase Common Stock, par value $0.0001 per share
(Title of Class of Securities)
379890 10 6
(CUSIP Number of Class of Securities’ Underlying Common Stock)
L. Gregory Ballard
President and Chief Executive Officer
Glu Mobile Inc.
2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
(650) 532-2400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Person)
Copy to:
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| Kevin S. Chou, Esq.
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David A. Bell, Esq. |
| Janelle M. Wolf, Esq.
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William L. Hughes, Esq. |
| Glu Mobile Inc.
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Fenwick & West LLP |
| 2207 Bridgepointe Parkway, Suite 250
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Silicon Valley Center |
| San Mateo, California 94404
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801 California Street |
| Telephone: (650) 532-2400
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Mountain View, CA 94041 |
| Facsimile: (650) 532-2500
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Telephone: (650) 988-8500 |
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Facsimile: (650) 938-5200 |
CALCULATION OF FILING FEE
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Transaction Value |
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Amount of Filing Fee |
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$281,737.50*
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$15.72** |
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Calculated solely for purposes of determining the filing fee. This amount assumes that options
to purchase an aggregate of 1,234,260 shares of the common stock of Glu Mobile Inc. having an
aggregate value of $281,737.50 will be exchanged for new options and cancelled
pursuant to this offer. The aggregate value of such securities was calculated based on the
Black-Scholes option pricing model as of April 20, 2009. |
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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 Rate Advisory No. 5 for Fiscal Year 2009,
equals $55.80 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. |
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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. |
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Amount Previously Paid: Not applicable.
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Filing Party: Not applicable. |
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Form or Registration No.: Not applicable.
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Date Filed: Not applicable. |
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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:
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Third-party tender offer subject to Rule 14d-1. |
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Issuer tender offer subject to Rule 13e-4. |
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Going-private transaction subject to Rule 13e-3. |
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Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
TABLE OF CONTENTS
ITEM 1. SUMMARY TERM SHEET.
The information set forth under the heading “Summary Term Sheet” in the Offer to Exchange
Certain Outstanding Stock Options for New Stock Options, dated April 22, 2009, filed as Exhibit
99(a)(1)(A) hereto (the “Offering Memorandum”), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The name of the issuer is Glu Mobile Inc., a Delaware corporation
(“Glu”). The address of Glu’s principal executive office is 2207 Bridgepointe Parkway, Suite 250,
San Mateo, CA 94404 and its telephone number is (650) 532-2400.
(b) Securities. This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to an
offer by Glu to exchange outstanding “Eligible Options” (as defined in the Offering Memorandum)
held by U.S. and U.K. employees of Glu and its subsidiaries who are employed with Glu or its
subsidiaries continuously during the period beginning on April 22, 2009 and ending at 5:30 p.m.,
Pacific Time, on May 20, 2009 (or a later date and time if Glu extends the time such employees have
to elect to participate in the offer), all upon the terms and subject to the conditions set forth
in the Offering Memorandum (the “Offer”). Notwithstanding the foregoing, Glu’s executive officers
and directors are not eligible to participate in the Offer. The information set forth in the
Offering Memorandum under the heading “Introduction,” and in Section 1 (“Number of Options;
Expiration Date”) is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the Offering Memorandum under
Section 7 (“Price Range of Common Stock Underlying the Options”) is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address. Glu is the filing person. The information set forth under Item 2(a)
above and in Section 10 (“Interests of Directors and Officers; Transactions or Arrangements
Concerning Eligible Options; Agreements Involving Glu’s Securities”) of the Offering Memorandum is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms. The information set forth in the Offering Memorandum under the headings
“Risk Factors Related to the Option Exchange Program” and “Introduction” and in Section 1 (“Number
of Options; Expiration Date”), Section 3 (“Procedures for Participating in the Option Exchange
Program”), Section 4 (“Withdrawal Rights”), Section 5 (“Acceptance of Options for Exchange and
Issuance of New Options”), Section 6 (“Conditions of the Option Exchange Program”), Section 7
(“Price Range of Common Stock Underlying the Options”), Section 8 (“Source and Amount of
Consideration; Terms of New Options”), Section 10 (“Interests of Directors and Officers;
Transactions or Arrangements Concerning Eligible Options; Agreements Involving Glu’s Securities”),
Section 11 (“Status of Options Acquired By Us in the Option Exchange Program; Accounting
Consequences of the Option Exchange Program”), Section 12 (“Legal Matters; Regulatory Approvals”),
Section 13 (“Material United States Tax Consequences”), Section 14 (“Material United Kingdom Tax
Consequences”) and Section 15 (“Extension of the Option Exchange Program; Termination; Amendment”)
is incorporated herein by reference.
(b) Purchases. The information set forth in the Offering Memorandum under Section 10
(“Interests of Directors and Officers; Transactions or Arrangements Concerning Eligible Options;
Agreements Involving Glu’s Securities”) is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) Agreements Involving the Subject Company’s Securities. The information set forth in the
Offering Memorandum under Section 10 (“Interests of Directors and Officers; Transactions or
Arrangements Concerning Eligible Options; Agreements Involving Glu’s Securities”) is incorporated
herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information set forth in the Offering Memorandum under Section 2 (“Purpose
of the Option Exchange Program”) is incorporated herein by reference.
(b) Use of Securities Acquired. The information set forth in the Offering Memorandum under the
heading “Introduction” and in Section 1 (“Number of Options; Expiration Date”), Section 5
(“Acceptance of Options for Exchange and Issuance of New Options”), Section 8 (“Source and Amount
of Consideration; Terms of New Options”) and Section 11 (“Status of Options Accepted by Us in the
Option Exchange Program; Accounting Consequences of the Option Exchange Program”) is incorporated
herein by reference.
(c) Plans. The information set forth in the Offering Memorandum under Section 9 (“Information
Concerning Glu”) is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. The information set forth in the Offering Memorandum under Section 1
(“Number of Options; Expiration Date”), Section 5 (“Acceptance of Options for Exchange and Issuance
of New Options”) and Section 8 (“Source and Amount of Consideration; Terms of New Options”) is
incorporated herein by reference.
(b) Conditions. Not applicable.
(d) Borrowed Funds. Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information set forth in the Offering Memorandum under Section
10 (“Interests of Directors and Officers; Transactions or Arrangements Concerning Eligible Options;
Agreements Regarding Glu’s Securities”) is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the Offering Memorandum under
Section 10 (“Interests of Directors and Officers; Transactions or Arrangements Concerning Eligible
Options; Agreements Regarding Glu’s Securities”) is incorporated herein by reference.
ITEM 9. PERSONS/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 Offering Memorandum under Section
9 (“Information Concerning Glu”) and referenced in Section 17 (“Additional Information”) is
incorporated herein by reference. Item 8 (“Financial Statements and Supplementary Data”) of Glu’s
Annual Report on Form 10-K for its fiscal year ended December 31, 2008 filed with the Securities
and Exchange Commission (“SEC”) on March 13, 2009 is incorporated herein by reference and can be
accessed electronically on the SEC’s website at www.sec.gov.
(b) Pro Forma Information. Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in
the Offering Memorandum under Section 12 (“Legal Matters; Regulatory Approvals”) is incorporated
herein by reference.
(b) Other Material Information. Not applicable.
ITEM 12. EXHIBITS.
The Exhibit Index included in this Schedule TO is incorporated herein by reference.
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 Schedule TO is true, complete and correct.
Dated: April 22, 2009
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GLU MOBILE INC.
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By: |
/s/ L. Gregory Ballard
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Name: |
L. Gregory Ballard |
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Title: |
President & Chief Executive Officer |
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EXHIBIT INDEX
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| Exhibit Number |
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Description |
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99(a)(1)(A)
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Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated April
22, 2009 |
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99(a)(1)(B)
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Form of Email Communication to Eligible Option Holders about Launch, dated April 22, 2009 |
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99(a)(1)(C)
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Form of Email Communication to Eligible Option Holders about Educational Workshops,
dated April 22, 2009 |
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99(a)(1)(D)
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Form of Employee FAQs about the Option Exchange Program |
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99(a)(1)(E)
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Employee Presentation Materials |
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99(a)(1)(F)
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Form of Reminder Email Communication to Eligible Option Holders |
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99(a)(1)(G)
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Form of Final Week Reminder Email Communication to Eligible Option Holders |
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99(a)(1)(H)
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Form of Countdown Reminder Email Communication to Eligible Option Holders |
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99(a)(1)(I)
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Glu Mobile Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008
filed with the SEC on March 13, 2009, and incorporated herein by reference |
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99(a)(1)(J)
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Screenshots of Option Exchange
Program website |
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99(a)(1)(K)
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Form of Paper Election Form |
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99(a)(1)(L)
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Form of Communication to Eligible Option Holders Confirming Option Exchange Election |
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99(a)(1)(M)
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Glu Mobile Inc.’s Definitive Proxy Statement on Schedule 14A for the 2009 Annual Meeting
of Stockholders filed with the SEC on April 22, 2009, and incorporated herein by
reference |
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99(b)
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Not applicable |
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99(d)(1)(A)
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Glu Mobile Inc. Amended & Restated 2001 Stock Option Plan and form of stock option
agreement used from December 19, 2001 to May 2, 2006, form of stock option agreement
used from December 8, 2004 to May 2, 2006 and forms of stock option agreement used since
May 2, 2006 (incorporated herein by reference to Exhibit 10.02 to Amendment No. 3 to
Glu’s Registration Statement on Form S-1, File No. 333-139493, filed with the SEC on
January 22, 2007) |
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99(d)(1)(B)
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Glu Mobile Inc. 2007 Equity Incentive Plan and form of Notice of Stock Option Grant,
Stock Option Award Agreement and Stock Option Exercise Agreement (incorporated herein by
reference to Exhibit 10.03 to Amendment No. 5 to Glu’s Registration Statement on Form
S-1, File No. 333-139493, filed with the SEC on February 16, 2007) |
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99(d)(1)(C)
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Forms of Stock Option Award Agreement (Immediately Exercisable) and Stock Option
Exercise Agreement (Immediately Exercisable) under the Glu Mobile Inc. 2007 Equity
Incentive Plan (incorporated herein by reference to Exhibit 10.05 to Glu’s Quarterly
Report on Form 10-Q, filed with the SEC on August 14, 2008) |
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99(d)(1)(D)
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United Kingdom Stock Option Sub-Plan under the Glu Mobile Inc. 2007 Equity Incentive Plan |
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99(d)(1)(E)
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Form of Stock Option Award Agreement under the Glu Mobile Inc. 2007 Stock Option Plan
(Non |
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Description |
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-U.S. Participants) |
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99(d)(1)(F)
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Amended and Restated Investors’ Rights Agreement, dated as of March 29, 2006, by and
among Glu Mobile Inc. and certain of its investors and the Amendment No. 1 and Joinder
thereto, dated as of May 5, 2006 (incorporated herein by reference to Exhibit 4.02 to
Glu’s Registration Statement on Form S-1, File No. 333-139493, filed with the SEC on
December 19, 2006) |
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99(d)(1)(G)
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Form of Warrant, dated as of May 2, 2006 by and between Glu Mobile Inc. and each of
Pinnacle Ventures I Equity Holdings LLC, Pinnacle Ventures I Affiliates, L.P. and
Pinnacle Ventures II Equity Holdings, LLC (incorporated herein by reference to Exhibit
10.20 to Glu’s Registration Statement on Form S-1, File No. 333-139493, filed with the
SEC on December 19, 2006) |
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99(g)
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Not applicable |
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99(h)
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Not applicable |