UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-T/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
KINTERA, INC.
(Name of Subject Company (Issuer))
EUCALYPTUS ACQUISITION CORPORATION
a wholly owned subsidiary of
BLACKBAUD, INC.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
including associated preferred stock purchase rights
(Title of Class of Securities)
49720P506
(CUSIP Number of Class of Securities)
Marc Chardon
Blackbaud, Inc.
2000 Daniel Island Drive
Charleston, South Carolina 29492
Telephone: (843) 216-6200
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
Donald R. Reynolds, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
Telephone: (919) 781-4000
Facsimile: (919) 781-4865
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee | |
| $47,244,580 | $1857 |
| * | Estimated for purposes of calculating the filing fee only. Determined by multiplying the offer price of $1.12 per share by the sum of (x) 40,748,379 shares of common stock, par value $0.001 per share (the “Shares”), of Kintera, Inc. (the approximate number of issued and outstanding Shares as of July 7, 2008), and (y) approximately 1,434,282 Shares that were issuable on or prior to the expiration of the tender offer upon the exercise of all options and other rights to purchase Shares that were outstanding as of July 7, 2008 and have a per share exercise price of less than $1.12. |
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Exchange Act 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: | $1857 | Filing Party: | Blackbaud, Inc | |||||
| Form or Registration Nos.: | Schedule TO; Schedule TO-T/A (Amendment No. 1) | Dates Filed: | June 9, 2008; July 8, 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. |
| x | 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
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (as previously amended, the “Schedule TO”) originally filed with the Securities and Exchange Commission on June 9, 2008 by Blackbaud, Inc., a Delaware corporation (“Parent”), and Eucalyptus Acquisition Corporation (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent, and relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Kintera, Inc., a Delaware corporation (the “Company”), at a price of $1.12 per Share, net to the seller in cash, without interest thereon (subject to applicable withholding taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 9, 2008 (the “Offer to Purchase”), and in the related Letter of Transmittal, (which, together with any supplements or amendments thereto, collectively constitute the “Offer”).
The information set forth in the Offer, including all schedules thereto, is expressly incorporated herein by reference with respect to all of the items of this Schedule TO, except as otherwise set forth below.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 4, 5, 6, 8, 9 and 11.
Items 4, 5, 6, 8, 9 and 11 of the Schedule TO are hereby amended and supplemented by adding the following:
“On July 9, 2008, Parent announced that the short-form merger of Purchaser with and into the Company had closed. In connection with the merger, all remaining outstanding Shares that were not tendered prior to the expiry of the Offer to Purchase (other than any Shares held by Purchaser and Shares in respect of which appraisal rights are validly exercised under Delaware law) were converted into the right to receive the same $1.12 net per Share in cash that was paid in the Offer to Purchase. The Company is the surviving corporation in the merger and has become a wholly-owned subsidiary of Parent. The Company’s common stock is no longer traded on NASDAQ.
The full text of the press release issued by Parent on July 9, 2008 is attached hereto as Exhibit (a)(1)(P) and is incorporated herein by reference.”
| Item 12. | Material to be Filed as Exhibits |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
“(a)(1)(P) Press release issued by Parent on July 9, 2008.”
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.
Dated: July 9, 2008
| EUCALYPTUS ACQUISITION CORPORATION | ||||
| By: | /s/ Timothy V. Williams | |||
| Name: | Timothy V. Williams | |||
| Title: | Treasurer, Chief Financial Officer and | |||
| Secretary | ||||
| BLACKBAUD, INC. | ||||
| By: | /s/ Timothy V. Williams | |||
| Name: | Timothy V. Williams | |||
| Title: | Senior Vice President and Chief Financial | |||
| Officer | ||||