UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

 

(Rule 13e-4)

 

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

OF THE SECURITIES EXCHANGE ACT OF 1934

 

BLACK BOX CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Issuer and Offeror))

 

Options to Purchase Shares of Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

091826 10 7

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

 

R. Terry Blakemore

President and Chief Executive Officer

Black Box Corporation

1000 Park Drive

Lawrence, PA 15055

(724) 873-5500

 

(Name, address and telephone number of person authorized to receive notices and communications on behalf of
filing person)

 

Copy to:

 

 

CALCULATION OF FILING FEE

 

 

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

 

TABLE OF CONTENTS

 

EXHIBIT INDEX

 

 

 

 

The information set forth under the heading “Summary Term Sheet” in the Offer to Amend or Replace Eligible Options filed as Exhibit 99.(a)(1)(A) hereto (the “Offering Memorandum”) is incorporated herein by reference.

 

 

(a)  Name and Address.  The name of the issuer is Black Box Corporation, a Delaware corporation (“Black Box”). The address of Black Box’s principal executive office is 1000 Park Drive, Lawrence, PA 15055 and the telephone number at that address is (724) 746-5500. The information set forth in the Offering Memorandum under Section 11 (“Information Concerning Black Box”) is incorporated herein by reference

 

(b)  Securities.  This Tender Offer Statement on Schedule TO relates to an offer by Black Box to amend or replace outstanding “Eligible Options” (as defined in the Offering Memorandum) held by current employees subject to taxation in the United States so that those options will not be subject to adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Each “Eligible Optionee” (as defined in the Offering Memorandum) may elect to amend his or her Eligible Options to increase the exercise price per share of Black Box Common Stock, par value $0.001 per share (“Black Box Common Stock”), purchasable thereunder and become eligible to receive a special Cash Bonus (as defined in the Offering Memorandum) from Black Box, all upon the terms and subject to the conditions set forth in the Offering Memorandum and the related Election Form attached hereto as Exhibit 99.(a)(1)(D) (the “Election Form”), the Stock Option Amendment and Cash Bonus Agreement attached hereto as Exhibit 99.(a)(1)(H) and the Stock Option Cancellation and Regrant Agreement attached hereto as Exhibit 99.(a)(1)(I) (together with the Offering Memorandum, the Election Form and the Stock Option Amendment and Cash Bonus Agreement, as they may each be amended or supplemented from time to time, the “Offer”). Certain tendered Eligible Options may, in lieu of such amendment, be canceled and replaced with new options that will be exactly the same as the canceled options but will avoid adverse tax consequences under Section 409A. The Offer is currently set to expire at 11:59 p.m., Eastern Standard Time, on Tuesday, December 18, 2007, but may be extended (the “Expiration Date”). As of November 12, 2007, Eligible Options to purchase 800,858 shares of Black Box Common Stock were outstanding.

 

The information set forth in the Offering Memorandum on the introductory pages and under “Summary Term Sheet,” Section 1 (“Eligible Optionees; Eligible Options; Amendment or Replacement of Eligible Options and Cash Bonus; New Options; Expiration Date; Additional Considerations”), Section 3 (“Status of Eligible Options Not Amended or Replaced”), Section 6 (“Acceptance of Eligible Options for Amendment or Replacement and Commitment to Pay Cash Bonus With Respect to Amended Options”) and Section 9 (“Source and Amount of Consideration; Terms of Amended Options or New Options”) is incorporated herein by reference.

 

(c)  Trading Market and Price.  The information set forth in the Offering Memorandum under Section 8 (“Price Range of Common Stock Underlying the Options”) is incorporated herein by reference.

 

 

(a)  Name and Address.  Black Box is the filing person. The information set forth under Item 2(a) above is incorporated herein by reference. The information set forth in the Offering Memorandum under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference.

 

 

(a)  Material Terms.  The information set forth in the Offering Memorandum on the introductory pages and under “Summary Term Sheet,” Section 1 (“Eligible Optionees; Eligible Options; Amendment or Replacement of Eligible Options and Cash Bonus; New Options; Expiration Date; Additional

Considerations”), Section 3 (“Status of Eligible Options Not Amended or Replaced”), Section 4 (“Procedures for Tendering Eligible Options”), Section 5 (“Withdrawal Rights”), Section 6 (“Acceptance of Eligible Options for Amendment or Replacement and Commitment to Pay Cash Bonus With Respect to Amended Options”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Consideration; Terms of Amended Options or New Options”), Section 10 (“Amended Options and New Options Will Not Differ from Eligible Options”), Section 13 (“Status of Options Accepted by Us in the Offer; Accounting Consequences of the Offer”), Section 14 (“Legal Matters; Regulatory Approvals”), Section 15 (“Material U.S. Federal Income Tax Consequences”), Section 16 (“Extension of the Offer; Termination; Amendment”) and Section 19 (“Forward-Looking Statements; Miscellaneous”), is incorporated herein by reference.

 

(b)  Purchases.  The information set forth in the Offering Memorandum under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference.

 

 

(a)  Agreements Involving the Subject Company’s Securities.  The information set forth in the Offering Memorandum under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference. Black Box’s 1992 Stock Option Plan, as amended, pursuant to which the Eligible Options have been granted and pursuant to which any New Options will be granted, is attached hereto as Exhibit 99.(d)(1) and contains information regarding the subject securities.

 

 

(a)  Purposes.  The information set forth in the Offering Memorandum under Section 2 (“Purpose of the Offer”) is incorporated herein by reference.

 

(b)  Use of Securities Acquired.  The information set forth in the Offering Memorandum under Section 6 (“Acceptance of Eligible Options for Amendment or Replacement and Commitment to Pay Cash Bonus With Respect to Amended Options”) and Section 13 (“Status of Options Accepted by Us in the Offer; Accounting Consequences of the Offer”) is incorporated herein by reference.

 

(c)  Plans.  The information set forth in the Offering Memorandum under Section 1 (“Eligible Optionees; Eligible Options; Amendment or Replacement of Eligible Options and Cash Bonus; New Options; Expiration Date; Additional Considerations”) under the caption “Additional Considerations” is incorporated herein by reference.

 

 

(a)  Source of Funds.  The information set forth in the Offering Memorandum under Section 9 (“Source and Amount of Consideration; Terms of Amended Options or New Options”) and Section 17 (“Fees and Expenses”) is incorporated herein by reference.

 

(b)  Conditions.  The information set forth in the Offering Memorandum under Section 7 (“Conditions of the Offer”) is incorporated herein by reference.

 

(c)  Borrowed Funds.  Not applicable.

 

 

(a)  Securities Ownership.  The information set forth in the Offering Memorandum under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference.

 

(b)  Securities Transactions.  The information set forth in the Offering Memorandum under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) is incorporated herein by reference.

 

 

(a)  Solicitations or Recommendations.  Not applicable.

 

 

(a)  Financial Information.  The information set forth in the Offering Memorandum under Section 11 (“Information Concerning Black Box”) and Section 18 (“Additional Information”) is incorporated herein by reference. The information set forth in Item 8 (“Financial Statements and Supplementary Data”) of Black Box’s Annual Report on Form 10-K for its fiscal year ended March 31, 2007 and in Item 1 (“Financial Statements”) of Black Box’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 29, 2007 is incorporated herein by reference.

 

(b)  Pro Forma Information.  Not applicable.

 

 

(a)  Agreements, Regulatory Requirements and Legal Proceedings.  The information set forth in the Offering Memorandum under Section 12 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options; and Material Agreements with Directors and Officers”) and Section 14 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

 

(b)  Other Material Information.  Not applicable.

 

 

The Exhibit Index included in this Schedule TO is incorporated herein by reference.

 

 

Not applicable.

 

SIGNATURE

 

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

 

Dated: November 19, 2007

 

BLACK BOX CORPORATION

 

Michael McAndrew

Vice President, Chief Financial Officer, Treasurer

and Secretary (Principal Accounting Officer)

EXHIBIT INDEX