SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
EXIDE TECHNOLOGIES
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Shares of common stock, Par Value $0.01 Per Share
(Title of Class of Securities)
302051206
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Barbara A. Hatcher
Executive Vice President and General Counsel
Exide Technologies
13000 Deerfield Parkway
Building 200
Alpharetta, Georgia 30004
(678) 566-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copy to:
Timothy J. Melton
Edward B. Winslow
Jones Day
77 West Wacker, Suite 3500
Chicago, Illinois 60601-1692
CALCULATION OF FILING FEE
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| Transaction valuation* |
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Amount of filing fee** |
| $1,994,190
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$61.23 |
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The “transaction valuation” set forth above is based on the Black-Scholes option valuation model and assumes that all
eligible outstanding options to purchase 494,271 shares of common stock of Exide Technologies will be amended pursuant to
this offer, which may not occur. |
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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 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. This amount was previously paid. |
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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:
$61.23 Filing party: Exide Technologies |
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Form or Registration No.: Schedule TO Date filed: November 16, 2007 |
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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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ý 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. |
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Check the following box if the filing is a final amendment
reporting the results of the tender offer:
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INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the
“Schedule TO”) filed by Exide Technologies (the “Company”) with the Securities and Exchange
Commission (the “SEC”) on November 16, 2007, as amended by Amendment No. 1 to Schedule TO filed by
the Company with the SEC on December 3, 2007, relating to the Company’s offer to amend certain
stock options held by employees of the Company so that those options would not be subject to
potential adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as
amended, upon the terms and subject to the conditions set forth in the Offer to Amend, dated
November 16, 2007 (the “Offer to Amend”), a copy of which was filed with the Schedule TO on
November 16, 2007 as Exhibit (a)(1) and amended by Amendment No. 1 to Schedule TO on December 3,
2007. This Amendment No. 2 is (i) the final amendment to the Schedule TO, (ii) made to report the
results of the Offer and (iii) filed in satisfaction of the reporting requirements of Rule
13e-4(e)(4) promulgated under the Securities Exchange Act of 1934. Except as amended or
supplemented hereby, all terms of the Schedule TO and the Offer to Amend and all disclosure set
forth in the Schedule TO and exhibits thereto remain unchanged. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Offer to Amend.
Item 4. Terms of the Transaction.
(a) Material Terms.
Item 4 of the Schedule TO is hereby amended to add the following sentences:
The Offer expired at 11:59 p.m., Eastern Time, on December 18, 2007. All of the Eligible
Optionees elected to participate in the Offer with respect to each of such Eligible Optionee’s
Eligible Options. Pursuant to the Offer, the Company has amended outstanding Eligible Options
covering approximately 494,271 shares of the Company’s common stock to increase the exercise price
of each such option to the fair market value per share of the Company’s common stock on the date of
grant of that option. In addition, Eligible Optionees who accepted the Offer and whose Eligible
Options have been so amended are now eligible to receive from the Company the Cash Payment in the
aggregate amount of up to approximately $241,959, payable as described in the Offer to Amend, to
compensate them for the higher exercise prices per share in effect for their amended options.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.
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EXIDE TECHNOLOGIES |
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By:
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/s/ Gordon A. Ulsh |
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Gordon A. Ulsh
President, Chief Executive Officer and Director |
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Date:
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December 19, 2007 |
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