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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0515 |
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Washington,
D.C. 20549 |
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SCHEDULE TO |
Tender
offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Sport-Haley, Inc.
(Name of Subject Company (issuer) and Name of Filing Person (offeror))
Common Stock, No Par Value
(Title of Class of Securities)
848925103
(CUSIP Number of Class of Securities)
Patrick
W. Hurley
Chief Financial Officer, Corporate Secretary
and Treasurer
Sport-Haley, Inc.
4600 E. 48th Avenue
Denver, CO 80216-3215
(303) 320-8800
(Name, address and telephone number of person
authorized to receive notices
and communications on behalf of filing person)
With a Copy To:
Steven
W. McDonald, Esq.
Berliner McDonald P.C.
5670 Greenwood Plaza Blvd., Suite 418
Greenwood Village, Colorado 80111-2408
(303) 830-1700
CALCULATION OF FILING FEE
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Transaction value* |
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Amount of Filing Fee** |
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$2,501,600 |
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$267.67 |
* Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 472,000 shares of common stock at the maximum tender offer price of $5.30 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934.
o 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: |
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$267.67 |
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Form or Registration No.: |
Schedule TO |
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Filing Party: |
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Sport-Haley, Inc. |
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Date Filed: |
January 3, 2007 |
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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:
o third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o 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
INTRODUCTION
This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on January 3, 2007 (collectively, “Schedule TO”), relating to the offer by Sport-Haley, Inc., a Colorado corporation (the “Company”), to purchase up to 472,000 shares of its common stock, no par value, at a price not greater than $5.30 nor less than $4.80 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 3, 2007 (the “Offer to Purchase”) and in the Letter of Transmittal (the “Letter of Transmittal”) (which, together with any amendments and supplements thereto, collectively constitute the “Tender Offer”).
The information in the Tender Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided herein.
The Offer to Purchase is hereby amended and supplemented as follows:
(i) In the Summary Term Sheet, “What is the purpose of the Tender Offer,”is amended in part to state that “This Tender Offer has neither a purpose of, nor reasonable likelihood of, producing any of the going private effects enumerated in Rule 13e-3(a)(3)(ii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we do not believe that this Tender Offer is a “going private transaction” subject to Rule 13e-3. However, while the Board of Directors has no current plans for the Company to go private, such a transaction is one alternative the Board of Directors may consider at some time after the completion of the Tender Offer. The Board of Directors has not made any determination to enter into one or more going private transactions at any time. The Tender Offer, if successfully completed, will reduce the number of our publicly traded common shares. See Section 2.”
(ii) Similar changes have been made to Section 2, “Purpose of the Tender Offer; Certain Effects of the Tender Offer, of the Offer to Purchase.”
(iii) In the Summary Term Sheet, “Will Sport-Haley remain a public company after the Tender Offer,” is amended in part to state that, “. .. . However, we do not intend to discontinue those reporting obligations or to de-list our common stock from Nasdaq without providing all of our remaining shareholders other than affiliates with a mechanism to sell or exchange their shares in one or more going private transactions. As stated above, the Board of Directors has not definitively determined to pursue a “going private” transaction at any time in the future. However, the completion of the Tender Offer will reduce the number of our publicly traded common shares. See Section 2 and 12.”
The amended Offer to Purchase, attached as Exhibit (a)(1)(A), is incorporated herein by this reference.
SIGNATURE
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.
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SPORT-HALEY, INC. |
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/s/ Donald W. Jewell |
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Donald W. Jewell |
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Chief Executive Officer and |
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President |
Date: January 11, 2007
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Exhibit Index
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Exhibit Number |
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Description |
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(a)(1)(A)** |
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Offer to Purchase, dated January 3, 2007, as amended |
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(a)(1)(B)* |
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Letter of Transmittal |
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(a)(1)(C)* |
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Notice of Guaranteed Delivery |
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(a)(1)(D)* |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 3, 2007 |
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(a)(1)(E)* |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 3, 2007 |
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(a)(2) |
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Not applicable |
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(a)(3) |
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Not applicable |
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(a)(4) |
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Not applicable |
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(a)(5)* |
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Press Release dated January 3, 2007 Announcing Commencement of the Tender Offer |
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(b) |
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Not applicable |
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(d)(1) |
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1993 Amended and Restated Stock Option Plan, effective March 1993, as amended (incorporated by reference from Sport-Haley, Inc.’s Form 10-QSB filed on May 12, 1997 (File No. 33-74876-D)) |
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(g) |
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Not applicable |
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(h) |
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Not applicable |
* Previously filed with the Schedule TO on January 3, 2007.
** Filed herewith.