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Transaction Valuation*
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Amount of Filing Fee**
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$27,748,285
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$851.87
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*
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Calculated
solely for purposes of determining the filing fee. This amount
assumes that options to purchase 2,142,751 shares of common stock of
First Solar, Inc., representing all options eligible to be amended
pursuant to this offer having an aggregate value of $27,748,285 as
of June 1, 2007, will be amended. The aggregate value of such
options was calculated based on the Black-Scholes option pricing
model as
of June 1, 2007.
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**
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The
amount of the filing fee, calculated in accordance with Rule 0-11(b)
of
the Securities Exchange Act of 1934, as amended, equals $30.70
per million
of the aggregate amount of transaction value. The transaction
valuation set forth above was calculated for the sole purpose of
determining the filing fee, and should not be used for any other
purpose.
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¨
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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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||
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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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¨
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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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¨
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Third-party
tender offer subject to Rule 14d-1.
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ý
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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: ¨
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ITEM 1.
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SUMMARY
TERM SHEET.
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The
information set forth in the Offer to Amend Eligible Outstanding
Stock
Options, filed as Exhibit 99.(a)(1)(A) hereto (the “Offering
Memorandum”), under the Summary of Terms and Frequently Asked
Questions section is incorporated herein by
reference.
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ITEM 2.
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SUBJECT
COMPANY INFORMATION.
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(a)
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Name
and Address. The name of the issuer is First Solar,
Inc., a Delaware corporation (the “Company”), the address of its principal
executive office is 4050 East Cotton Center Boulevard,
Building 6, Suite 68, Phoenix, Arizona 85040 and the telephone
number of its principal executive office is (602) 414-9300. The
information set forth in the Offering Memorandum under
Section 15, Information About First Solar, is
incorporated herein by reference.
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(b)
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Securities.
This Tender Offer Statement on Schedule TO relates to the Offering
Memorandum by the Company to amend, at the election of the applicable
option holder, certain portions of options to purchase Company
common
stock granted under the 2003 Unit Option Plan that (a) were granted
to employees, executive officers, members of the Board of Directors
of
First Solar or other service providers under the Company's 2003
Unit
Option Plan, (b) are held by current employees, executive officers,
members of the Board of Directors of First Solar or other service
providers of the Company as of the Expiration
Time (as defined
in the Offering Memorandum), (c) have
vested or
will vest on or after January 1, 2005, and (d) are still outstanding
on the date the Offer (as defined in the “Offering Memorandum”) expires
(the “Eligible Options”). Option holders who elect to amend their
Eligible Options will receive a confirmation of amendment to their
existing stock option agreement with the Company, pursuant to which
portions of such options will be amended to expire as instructed
by the
option holder, but in any event prior to the existing expiration
date of
such Eligible Options. The subject class of securities consists of
the Eligible Options. The actual number of shares of common stock
subject to the option amendment will depend on the number of shares
of
common stock subject to Eligible Options approved for amendment
by
Eligible Option holders. The information set forth in the Offering
Memorandum under Section 1, Eligible Optionees; Eligible Options;
The Proposed Amendment; 2003 Unit Option Plan; The
Amended Options; Expiration and Extension of the
Offer, and Section 9, Interests of
Directors and Officers; Transactions and Arrangements Involving
Options, is incorporated herein by reference.
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(c)
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Trading
Market and Price. The information set
forth in the Offering Memorandum under Section 8, Price Range of
Common Stock, is incorporated herein by reference.
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ITEM 3.
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IDENTITY
AND BACKGROUND OF FILING PERSON.
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(a)
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Name
and Address. The filing person is the issuer.
The information set forth under Item 2(a) above and under
Section 9, Interests of Directors and Officers; Transactions and
Arrangements Involving Options, is incorporated herein by
reference.
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ITEM 4.
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TERMS
OF THE TRANSACTION.
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(a)
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Material
Terms. The information set forth in the
Offering Memorandum under Summary of Terms and Frequently Asked
Questions, Section 1, Eligible Optionees; Eligible Options;
The Proposed Amendment; 2003 Unit Option Plan; The
Amended Options; Expiration and Extension of the
Offer, Section 2, Purpose of
The Offer, Section 3, Status
of Eligible Options Not Exchanged for Amended Options,
Section 4, Procedures for Amending Eligible Options,
Section 5, Change in Election,
Section 6, Acceptance of Eligible Options for
Amendment, Section 7, Conditions of the Offer,
Section 10, Accounting Consequences of the Offer,
Section 11, Legal Matters; Regulatory
Approvals, Section 12, Material U.S. Federal Income Tax
Consequences, and Section 13, Extension of Offer;
Termination; Amendment, is incorporated herein by
reference.
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(b)
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Purchases. The
information set forth in the Offering Memorandum under Section 9,
Interests of Directors and Officers; Transactions and Arrangements
Involving Options, is incorporated herein by
reference.
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ITEM 5.
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PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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(e)
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Agreements
Involving the Subject Company’s Securities. The
information set forth in the Offering Memorandum under Section 9,
Interests of Directors and Officers; Transactions and Arrangements
Involving Options, is incorporated herein by
reference.
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ITEM 6.
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PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS.
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(a)
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Purposes. The
information set forth in the Offering Memorandum under Section 2,
Purpose of the Offer, is incorporated herein by
reference.
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(b)
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Use
of Securities Acquired. Not
applicable.
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(c)
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Plans.
The information set forth in the Offering Memorandum under
Section 1, Eligible Optionees; Eligible Options;
The Proposed Amendment; 2003 Unit Option Plan; The Amended Options;
Expiration and Extension of the Offer,
Section 8, Price Range of Common
Stock, and Section 9, Interests of
Directors and Officers; Transactions and Arrangements Involving
Options, is incorporated herein by reference.
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ITEM 7.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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(a)
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Source
of Funds. The information set forth in the
Offering Memorandum under Section 1, Eligible Optionees; Eligible
Options; The Proposed Amendment; 2003 Unit Option Plan;
The Amended Options; Expiration and Extension of the
Offer, Section 10, Accounting
Consequences of the Offer, and
Section 14, Fees and Expenses, is incorporated
herein by reference.
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(b)
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Conditions. The
information set forth in the Offering Memorandum under Section 7,
Conditions of the Offer, is incorporated herein by
reference.
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(d)
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Borrowed
Funds. Not
applicable.
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ITEM 8.
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INTEREST
IN THE SECURITIES OF THE SUBJECT COMPANY.
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(a)
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Securities
Ownership. The information set forth in the Offering
Memorandum under Section 9, Interests of Directors and Officers;
Transactions and Arrangements Involving Options, is incorporated
herein by reference.
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(b)
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Securities
Transactions. The information set forth in the
Offering Memorandum under Section 9, Interests of Directors and
Officers; Transactions and Arrangements Involving Options, is
incorporated herein by reference.
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ITEM 9.
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PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED.
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Not
applicable.
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ITEM 10.
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FINANCIAL
STATEMENTS.
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(a)
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Financial
Information. The information set forth in
Item 8, Financial Statements and Supplementary Data, of the
Company’s Annual Report on Form 10-K for the year ended December 30,
2006, filed with the U.S. Securities and Exchange Commission (the
“SEC”) on March 16, 2007, including all material incorporated by
reference therein, is incorporated herein by reference.
Item 1, Unaudited Condensed Consolidated Financial
Statements, of the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007, filed with the SEC on May 8, 2007,
including
all material incorporated by reference therein, is incorporated
herein by
reference. The information set forth in the Offering Memorandum
under Section 15, Information About First
Solar, Section 16, Additional
Information, and Risk Factors Related to the
Offer (beginning on page 8),
is incorporated herein
by reference.
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(b)
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Pro
Forma Financial Information. Not
applicable.
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ITEM 11.
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ADDITIONAL
INFORMATION.
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(a)
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Agreement,
Regulatory Requirements and Legal Proceedings.
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(1)
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The
information set forth in the Offering Memorandum under Section 9,
Interests of Directors and Officers; Transactions and Arrangements
Involving Options, is incorporated herein by
reference.
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(2)
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The
information set forth in the Offering Memorandum under
Section 11, Legal Matters; Regulatory Approvals, is
incorporated herein by reference.
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(3)
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Not
applicable.
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(4)
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Not
applicable.
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(5)
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Not
applicable.
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(b)
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Other
Material Information. Not
applicable.
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ITEM 12.
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EXHIBITS.
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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 Amend Eligible Outstanding Stock Options, dated June 5,
2007.
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99.(a)(1)(B)
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Email
Announcement of Offer.
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99.(a)(1)(C)
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Election
Form.
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99.(a)(1)(D)
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Confirmation
of Receipt of Election Form.
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99.(a)(1)(E)
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Notice
of Change in Election from Accept to Reject.
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99.(a)(1)(F)
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Notice
of Change in Election from Reject to Accept.
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99.(a)(1)(G)
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First
Solar, Inc.’s Annual Report on Form 10-K for the year ended December 30,
2006, filed with the SEC on March 16, 2007, and incorporated
herein by
reference.
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99.(a)(1)(H)
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First
Solar, Inc.’s Quarterly Report on Form 10-Q, for the quarter ended March
31, 2007, filed with the SEC on May 8, 2007, and incorporated
herein by
reference.
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99.(a)(1)(I)
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Form
of Addendum.
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99.(a)(1)(J)
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Form
of Reminder Notice.
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99.(a)(1)(K)
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Form
of Confirmation of Amendment.
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99.(b)
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Not
applicable.
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99.(d)(1)(A)
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2003
Unit Option Plan, filed as Exhibit 4.14 to the Registration Statement
on
Form S-1/A, filed with the SEC on September 18, 2006, and incorporated
herein by reference.
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99.(d)(1)(B)
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Form
of 2003 Unit Option Plan Agreement, filed as Exhibit 4.15 to
the
Registration Statement on Form S-1/A, filed with the SEC on September
18,
2006, and incorporated herein by reference.
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99.(d)(1)(C)
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2006
Omnibus Incentive Compensation Plan, filed as Exhibit 10.10 to
the
Registration Statement on Form S-1/A, filed with the SEC on October
25,
2006, and incorporated herein by reference.
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99.(g)
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Not
applicable.
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99.(h)
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Not
applicable.
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ITEM 13
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INFORMATION
REQUIRED BY SCHEDULE 13E-3.
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Not
applicable.
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| FIRST SOLAR, INC. | |||
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By:
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/s/ Paul Kacir | |
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Paul
Kacir
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Vice
President, General Counsel
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and
Corporate Secretary
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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 Amend Eligible Outstanding Stock Options, dated June 5,
2007.
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99.(a)(1)(B)
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Email
Announcement of Offer.
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99.(a)(1)(C)
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Election
Form.
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99.(a)(1)(D)
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Confirmation
of Receipt of Election Form.
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99.(a)(1)(E)
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Notice
of Change in Election from Accept to Reject.
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99.(a)(1)(F)
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Notice
of Change in Election from Reject to Accept.
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99.(a)(1)(G)
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First
Solar, Inc.’s Annual Report on Form 10-K for the year ended December 30,
2006, filed with the SEC on March 16, 2007, and incorporated herein
by
reference.
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99.(a)(1)(H)
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First
Solar, Inc.’s Quarterly Report on Form 10-Q, for the quarter ended March
31, 2007, filed with the SEC on May 8, 2007, and incorporated herein
by
reference.
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99.(a)(1)(I)
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Form
of Addendum.
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99.(a)(1)(J)
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Form
of Reminder Notice.
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99.(a)(1)(K)
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Form
of Confirmation of Amendment.
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99.(b)
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Not
applicable.
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99.(d)(1)(A)
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2003
Unit Option Plan, filed as Exhibit 4.14 to the Registration Statement
on
Form S-1/A, filed with the SEC on September 18, 2006, and incorporated
herein by reference.
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99.(d)(1)(B)
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Form
of 2003 Unit Option Plan Agreement, filed as Exhibit 4.15 to the
Registration Statement on Form S-1/A, filed with the SEC on September
18,
2006, and incorporated herein by reference.
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99.(d)(1)(C)
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2006
Omnibus Incentive Compensation Plan, filed as Exhibit 10.10 to
the
Registration Statement on Form S-1/A, filed with the SEC on October
25,
2006, and incorporated herein by reference.
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99.(g)
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Not
applicable.
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99.(h)
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Not
applicable.
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