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
(Amendment
No. 3)
3PAR INC.
(Name of Subject Company
(Issuer))
DELL TRINITY HOLDINGS
CORP.
(Offeror)
an indirect, wholly-owned subsidiary of
DELL INC.
(Parent of Offeror)
(Names of Filing Persons
(identifying status as offeror, issuer or other
person))
Common Stock, $0.001 par value per share
(Title of Class of
Securities)
88580F 10 9
(CUSIP Number of Class of
Securities)
Lawrence P. Tu
Senior Vice President and General Counsel
One Dell Way
Round Rock, Texas 78682
Phone
(512) 338-4400
(Name, address, and telephone
numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Jeffrey J. Rosen
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
CALCULATION
OF FILING FEE
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Transaction Valuation(l)
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Amount of Filing Fee(2)
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$1,936,725,558
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$138,088.53
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(1)
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Estimated for purposes of
calculating the filing fee only. This amount is the sum of
(i) 63,128,839 outstanding shares of 3PAR common stock and
1,123,294 outstanding restricted stock units by $27.00 per
share, which is the offer price, plus (ii) $201,917,967,
which is the intrinsic value of the outstanding options (i.e.,
the excess of $27.00 over the per share exercise price).
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(2)
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The filing fee was calculated in
accordance with
Rule 0-11
under the Securities Exchange Act of 1934 and Fee Rate Advisory
#4 for fiscal year 2010, issued December 17, 2009, by
multiplying the transaction value by .00007130.
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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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Amount Previously Paid: $138,088.53
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Filing Party: Dell Inc.
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Dell Trinity Holdings Corp.
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Form of Registration No.: Schedule TO-T
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Date Filed: August 23, 2010
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Schedule TO-T/A
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August 26, 2010
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Schedule TO-T/A
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August 27, 2010
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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:
þ
Third-party tender offer subject to
Rule 14d-1.
o
Issuer tender offer subject to
Rule 13e-4.
o
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
This Amendment No. 3 (this “Amendment
No. 3”) to the Tender Offer Statement on
Schedule TO amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and
Exchange Commission on August 23, 2010 (which, together
with any amendments and supplements thereto, collectively
constitute the “Schedule TO”) by (i) Dell
Trinity Holdings Corp., a Delaware corporation (the
“Purchaser”) and an indirect, wholly-owned subsidiary
of Dell Inc., a Delaware corporation (“Dell”), and
(ii) Dell. The Schedule TO relates to the offer by the
Purchaser to purchase all of the outstanding shares of Common
Stock, par value $0.001 per share (the “Shares”), of
3PAR Inc., a Delaware corporation (“3PAR”), upon
the terms and subject to the conditions set forth in the Offer
to Purchase dated August 23, 2010 (the “Offer to
Purchase”) and in the related Letter of Transmittal (which,
together with any amendments and supplements thereto,
collectively constitute the “Offer”).
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Item 11.
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Additional
Information.
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Item 11(a)(5) of the Schedule TO is hereby amended and
restated as follows:
On August 26, 2010, a purported class complaint was filed
in the Superior Court of the State of California, County of
Alameda, against 3PAR and all of the current members of
3PAR’s Board of Directors. The complaint names Dell as a
defendant as well. The plaintiff, Steamfitters Local 449 Pension
Fund, claims to be a stockholder of 3PAR and seeks to represent
a class consisting of all public stockholders of 3PAR. Among
other things, the complaint, captioned Steamfitters Local 449
Pension Fund v. 3PAR Inc., et al., Case
No. RG10533399, generally alleges that the members of
3PAR’s Board of Directors breached their fiduciary duties
by failing to maximize shareholder value in negotiating and
approving the proposed transaction with Dell, and further
alleges that 3PAR and Dell aided and abetted these alleged
breaches of fiduciary duties. The complaint seeks class
certification and to preliminarily and permanently enjoin the
proposed transaction with Dell.
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SIGNATURE
After due inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
DELL INC.
Name: Janet B. Wright
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Title:
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Assistant Secretary
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DELL TRINITY HOLDINGS CORP.
Name: Janet B. Wright
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Title:
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Vice President and Assistant Secretary
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Date: August 30, 2010
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