UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
| SOUTHWALL TECHNOLOGIES INC. |
(Name of Subject Company (Issuer))
| BACKBONE ACQUISITION SUB, INC. |
A Wholly Owned Subsidiary of
| SOLUTIA INC. |
(Names of Filing Persons (Offerors))
| COMMON STOCK, $0.001 PAR VALUE |
(Title of Class of Securities)
| 844909200 |
(CUSIP Number of Class of Securities)
| Paul J. Berra, III Senior Vice President, Legal and Governmental Affairs and General Counsel Solutia Inc. 575 Maryville Centre Drive P.O. Box 66760 St. Louis, Missouri 63166-6760 (314) 674-1000 |
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
| William B. Sorabella, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 (212) 446-4800 |
CALCULATION OF FILING FEE
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| Transaction Valuation | Amount of Filing Fee | |
| N/A | N/A | |
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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. |
| Amount Previously Paid: N/A | Filing Party: N/A | |
| Form of Registration No.: N/A | Date Filed: N/A |
| x | 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:
| x | Third-party tender offer subject to Rule 14d-1. |
| ¨ | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| ¨ | 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. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Backbone Acquisition Sub, Inc. (“Purchaser”), a wholly-owned subsidiary of Solutia Inc. (“Parent”), for all of the outstanding common stock of Southwall Technologies Inc. (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of October 6, 2011, by and among Parent, Purchaser and the Company.
The exhibits are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Company’s common stock described in this filing has not commenced. At the time the offer is commenced, Parent will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and the Company will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated October 7, 2011 | |
| 99.2 | Transcript dated October 7, 2011 | |
| 99.3 | Communication to Parent employees dated October 7, 2011 | |