UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Applied Signal Technology, Inc.
(Name of Subject Company)
Applied Signal Technology, Inc.
(Names of Person(s) Filing Statement)
Common Stock, without par value per share
(Title of Class of Securities)
03823710
(CUSIP Number of Class of Securities)
James E. Doyle
Chief Financial Officer
460 West California Avenue
Sunnyvale, California 94086
(408) 749-1888
(Name, address and telephone number(s) of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
Copies To:
Jason C. Harmon, Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-3000
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Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer. |
This filing relates solely to preliminary communications made before the commencement of a
planned tender offer by RN Acquisition Company (“Merger Sub”), a wholly-owned subsidiary of
Raytheon Company (“Parent”), for all of the outstanding shares of common stock of Applied Signal
Technology, Inc. (the “Company” or “Applied Signal”), to be commenced pursuant to the Agreement and
Plan of Merger, dated as of December 18, 2010, by and among Parent, Merger Sub and the Company.
Important Information about the Tender Offer
The transaction will be structured as a tender offer or, in certain circumstances, as a one-step
merger. The tender offer described herein has not yet commenced, and the information attached is
neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the
tender offer is commenced, Parent will cause Merger Sub to file a tender offer statement on
Schedule TO with the Securities and Exchange Commission (the “SEC”). Investors and the Company’s
shareholders are strongly advised to read the tender offer statement (including an offer to
purchase, letter of transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 that will be filed by the Company with the
SEC, because they will contain
important information. These documents will be available at no charge on the SEC’s website at
www.sec.gov. A copy of the tender offer statement and the solicitation/recommendation statement
will be made available free of charge to all shareholders of the Company at www.appsig.com or by
contacting the Company at 460 West California Avenue, Sunnyvale, California 94086, (408) 749-1888.
Important Information about the Potential One-Step Merger
In connection with the potential one-step merger, the Company would file a proxy statement with the
SEC. Additionally, the Company would file other relevant materials with the SEC in connection with
the proposed acquisition of the Company by Parent and Merger Sub pursuant to the terms of the
merger agreement. The materials to be filed by the Company with the SEC will be available at no
charge on the SEC’s website at www.sec.gov. Investors and shareholders also may obtain copies of
the proxy statement free of charge from the Company at www.appsig.com or by contacting the Company
at 460 West California Avenue, Sunnyvale, California 94086, (408) 749-1888. Investors and security holders of
the Company are urged to read the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the one step merger
because they will contain important information about the one step merger and the parties to the
one step merger.
Parent and the Company and their respective directors, executive officers and other members of
their management and employees, under the SEC rules, may be deemed to be participants in the
solicitation of proxies of the Company’s shareholders in connection with the one step merger.
Investors and security holders may obtain more detailed information regarding the names,
affiliations and interests of certain of the Company’s executive officers and directors in the
solicitation by reading the Company’s proxy statement for its 2010 annual meeting of shareholders,
the Annual Report on Form 10-K for the fiscal year ended October 31, 2009, and the proxy statement
and other relevant materials which may be filed with the SEC in connection with the one step merger
when and if they become available. Information concerning the interests of the Company’s
participants in the solicitation, which may be, in some cases, different than those of the
Company’s shareholders generally, will be set forth in the proxy statement relating to the one step
merger when it becomes available. Additional information regarding the Company’s directors and
executive officers is also included in the Company’s proxy statement for its 2010 annual meeting of
shareholders and is included in the Annual Report on Form 10-K for the fiscal year ended October
31, 2009 containing Part III information.
Statement on Cautionary Factors
Except for the historical information presented herein, matters discussed herein may constitute
forward-looking statements that are subject to certain risks and uncertainties that could cause
actual results to differ materially from any future results, performance or achievements expressed
or implied by such statements. Statements that are not historical facts, including statements
preceded by, followed by, or that include the words “future,” “anticipate,” “potential,” “believe”
or similar statements are forward-looking statements. Risks and uncertainties include uncertainties
as to the timing of the tender offer and merger; uncertainties as to how many Applied Signal shares
will be tendered in the offer; the risk that competing offers will be made; the possibility that
various closing conditions for the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the consummation of the
transaction; the effects of disruption from the transaction making it more difficult to maintain
relationships with employees, customers, business partners or governmental entities; as well as
risks detailed from time to time in the Company’s public disclosure filings with the SEC, including
its Annual Report on Form 10-K for the fiscal year ended October 31, 2009, subsequent quarterly
filings on Form 10-Q and the solicitation/recommendation statement to be filed in connection with
the tender offer. The information contained herein is as of December 20, 2010. Applied Signal
disclaims any intent or obligation to update any forward-looking statements as a result of
developments occurring after the date of this information or otherwise, except as expressly
required by law. Copies of Applied Signal’s public disclosure filings are available from its
investor relations department.