SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 to
TENDER OFFER STATEMENT
Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Certain Options to Purchase Common Stock, No Par Value,
Having an Exercise Price of Greater than $10.00 or Expiring on or before May 30, 2003
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Vice President, General Counsel
19910 North Creek Parkway
Bothell, WA 98011-3008
(425) 415-6847 (telephone)
(425) 481-1625 (facsimile)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Filing Person)
Christopher J. Voss
Stoel Rives LLP
One Union Square, 36th Floor, Seattle, WA 98101-3197
(206) 624-0900 (telephone)
(206) 386-7500 (facsimile)
CALCULATION OF FILING FEE
||Amount of Filing Fee:
|ý||Check box if any part of the fee is offset as provided by Rule 0-11a2 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: $885.34||Filing Party: Microvision, Inc.|
|Form or Registration No.: Schedule TO (File No. 005-50198)||Date Filed: November 1, 2002|
|o||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:
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: ý
This Amendment No. 3 announces the termination on December 9, 2002 of the tender offer set forth on Schedule TO filed with the Securities and Exchange Commission on November 1, 2002, by Microvision, Inc., as amended and supplemented by Amendment No. 1 to the Tender Offer on Schedule TO/A filed on November 4, 2002 and Amendment No. 2 to the Tender Offer on Schedule TO/A filed on November 29, 2002. The Schedule TO, as amended, relates to the tender offer made by Microvision to eligible employees who hold eligible options to exchange all or a portion of outstanding options to purchase shares of Microvision common stock, no par value per share.
Item 4 to Microvision's Schedule TO is amended and supplemented as follows:
Item 4. Terms of the Transaction
The offer under the Microvision, Inc. Offer to Exchange Certain Outstanding Options expired at 5:00 p.m. Pacific Time on December 9, 2002. Of the approximately 170 employees who were eligible to participate in the offer, 87 employees tendered options to purchase an aggregate of 2,521,714 shares of Microvision common stock in exchange for promises to grant new options to purchase an aggregate of 1,760,321 shares of Microvision common stock. All eligible options that were properly submitted for exchange were accepted and cancelled effective December 10, 2002. Subject to the terms set forth in the offer, we expect to grant new options on or about June 11, 2003.
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.
|Dated: December 17, 2002||MICROVISION, INC.|
/s/ RICHARD F. RUTKOWSKI
Richard F. Rutkowski
Chief Executive Officer