SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

Amendment No. 3

(Final Amendment)

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

THIRD WAVE TECHNOLOGIES, INC.

 

(Name of Subject Company (Issuer))

 

HOLOGIC, INC.

THUNDER TECH CORP.

 

(Names of Filing Persons (Offerors))

 

Common Stock, par value $0.001 per share

 

(Titles of classes of securities)

 

006864 10 2

 

(CUSIP number of class of securities)

 

John W. Cumming

Chairman and Chief Executive Officer

Hologic, Inc.

35 Crosby Drive

Bedford, MA 01730-1401

Tel: 781-999-7300

 

(Name, address and telephone number of person authorized to

receive notices and communication on behalf of the filing person)

 

Copies to:

Philip J. Flink, Esquire

Edwin C. Pease, Esquire

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

 

Transaction Valuation*		Amount of Filing Fee**
$622,700,753		$24,472

 

*

Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 55,351,178 shares of common stock, par value $0.001 per share, of Third Wave, at a purchase price of $11.25 per share. Such number of shares consists of, as of June 4, 2008, (i) 44,328,663 shares of common stock issued and outstanding and (ii) 11,022,515 shares of common stock that may be issued pursuant to all outstanding options, restricted stock units and warrants to acquire Third Wave shares and the conversion of the outstanding convertible notes of Third Wave into Third Wave shares.

**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is calculated by multiplying the Transaction Valuation by 0.00003930.

 

¨	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: $24,472

Form or Registration No.: Schedule TO

Filing Party: Hologic, Inc. and Thunder Tech Corp.

Date Filed: June 18, 2008

 

¨	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:  x

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AMENDMENT NO. 3 TO SCHEDULE TO

This Amendment No. 3 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, as amended through the date hereof (as amended, the “Statement”), originally filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2008, by (i) Hologic, Inc., a Delaware corporation (“Hologic”), and (ii) Thunder Tech Corp., a Delaware corporation (the “Purchaser”) and a direct wholly-owned subsidiary of Hologic, relating to the offer by the Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Third Wave Technologies, Inc., a Delaware corporation (“Third Wave”), at a purchase price of $11.25 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 18, 2008 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Statement, respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Statement.

Items 1-11.

Items 1, 4, 8 and 11 of the Statement, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text thereto:

“The subsequent offering period expired at 12:00 midnight, New York City time, on July 23, 2008. The Depositary has advised Hologic and the Purchaser that, as of the expiration of the subsequent offering period, approximately 46,073,523 Shares were validly tendered and not withdrawn in the Offer (including Shares tendered via the guaranteed delivery procedure), representing approximately 92.05% of Third Wave’s issued and outstanding Shares. All validly tendered Shares have been accepted for payment in accordance with the terms of the Offer.”

“The Purchaser completed the acquisition of Third Wave through a short form merger on July 24, 2008. In the short form merger, all outstanding Shares not purchased by the Purchaser in the Offer, and not held by a holder who demands appraisal rights for such shares under the Delaware General Corporation Law, will be converted into the right to receive $11.25 per share in cash.”

“On July 24, 2008, Hologic issued a press release announcing the results of the Offer. The full text of the July 24, 2008 press release is attached as Exhibit (a)(1)(P) and is incorporated herein by reference. The press release inadvertently included Shares delivered by guaranteed delivery during the subsequent offering period in the number of Shares reported as validly tendered and in the percentage of Third Wave’s issued and outstanding Shares reported as owned by Hologic following the subsequent offering period. Guaranteed delivery was not permitted during the subsequent offering period and the correct number of validly tendered Shares and percentage owned are disclosed above.”

Items 12. Exhibits.

Item 12 of the Statement is amended and supplemented by adding the following:

“(a)(1)(P) Press Release issued by Hologic on July 24, 2008.”

“On July 24, 2008, Hologic issued a press release announcing the results of the Offer.”

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: July 24, 2008

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INDEX TO EXHIBITS

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated as of June 18, 2008.*
(a)(1)(B)		Letter of Transmittal.*
(a)(1)(C)		Notice of Guaranteed Delivery.*
(a)(1)(D)		Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(F)		Guidelines for Certificate of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(G)		Press Release issued by Hologic on June 9, 2008 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Hologic with the SEC on June 9, 2008).*
(a)(1)(H)		Transcript of a conference call held by Hologic on June 9, 2008 (incorporated by reference to the Schedule TO-C filed by Hologic with the SEC on June 10, 2008).*
(a)(1)(I)		Presentation made available to investors and stockholders on June 10, 2008 (incorporated by reference to the Schedule TO-C filed by Hologic with the SEC on June 11, 2008).*
(a)(1)(J)		Transcript of a presentation made available for replay by Hologic on June 10, 2008 (incorporated by reference to the Schedule TO-C filed by Hologic with the SEC on June 12, 2008).*
(a)(1)(K)		Presentation made available to investors and stockholders on June 11, 2008 (incorporated by reference to the Schedule TO-C filed by Hologic with the SEC on June 11, 2008).*
(a)(1)(L)		Transcript of a presentation made available for replay by Hologic on June 11, 2008 (incorporated by reference to the Schedule TO-C filed by Hologic with the SEC on June 12, 2008).*
(a)(1)(M)		Summary Advertisement published on June 17, 2008.*
(a)(1)(N)		Press Release issued by Hologic on June 25, 2008.*
(a)(1)(O)		Press Release issued by Hologic and Third Wave on July 17, 2008.*
(a)(1)(P)		Press Release issued by Hologic on July 24, 2008
(d)(1)		Agreement and Plan of Merger, dated as of June 8, 2008, among Hologic, the Purchaser and Third Wave (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Hologic with the SEC on June 9, 2008).*
(d)(2)		Commitment Letter, dated as of June 8, 2008, by and between Hologic and Goldman Sachs Credit Partners L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Hologic with the SEC on June 9, 2008).*
(d)(3)		Credit and Guaranty Agreement, dated as of October 22, 2007, among Hologic, certain subsidiaries of Hologic, as Guarantors, the Lenders party thereto from time to time, Goldman Sachs Credit Partners L.P. and Banc of America Securities, LLC, as Joint Lead Arrangers, Bank of America, N.A., as Syndication Agent, Goldman Sachs Credit Partners L.P., as Administrative Agent and Collateral Agent, and Citicorp North American, Inc., JPMorgan Chase Bank, N.A., RBS Citizens, National Association and Fifth Third Bank, an Ohio Banking Corporation as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Hologic with the SEC on October 22, 2007).*

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(d)(4)		Waiver and First Amendment to Credit and Guaranty Agreement and Pledge and Security Agreement, dated as of April 14, 2008, by and among Hologic and its domestic subsidiaries, excluding the subsidiaries which are Massachusetts securities corporations and Goldman Sachs Credit Partners L.P. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Hologic with the SEC on May 5, 2008).*
(d)(5)		Form of Stockholder Agreement (Non-Tender).*
(d)(6)		Confidentiality Agreement, dated as of March 28, 2008, by and between Third Wave and Hologic.*
(d)(7)		Amended and Restated Credit and Guaranty Agreement, dated as of July 17, 2008, among Hologic, certain subsidiaries of Hologic, as Guarantors, the Lenders party thereto from time to time, Goldman Sachs Credit Partners L.P. as Sole Lead Arranger and Sole Lead Bookrunner, Goldman Sachs Credit Partners L.P., JPMorgan Chase Bank, N.A. and RBS Citizens, National Association, as Co-Syndication Agent, Goldman Sachs Credit Partners L.P. as Administrative Agent and Collateral Agent and Royal Bank of Canada, a Documentation Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Hologic with the SEC on July 17, 2008).*

 

*	Previously filed