Fred Shiu Leung Chan 19770 Stevens Creek Blvd. Cupertino, CA 95014 (408) 863-7332 |
Didier Pietri Chief Executive Officer Vialta, Inc. 48461 Fremont Boulevard Fremont, California 94538 (510) 508-2000 |
Robert B. Dellenbach, Esq. Fenwick & West LLP 275 Battery Street, Suite 1500 San Francisco, California 94111 (415) 875-2300 |
Barry Dastin, Esq. Kaye Scholer LLP 1999 Avenue of the Stars, Suite 1700 Los Angeles, CA 90067 (310) 788-1000 |
a.
|
þ | The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the Act). | ||
b.
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o | The filing of a registration statement under the Securities Act of 1933. | ||
c.
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o | A tender offer. | ||
d.
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o | None of the above. |
Calculation of Filing Fee | ||
Transaction valuation* | Amount of filing fee | |
$18,418,643
|
$2,168 |
| This calculation is based upon 0.0001177 multiplied by transaction valuation shown above. For purposes of calculation of this fee only, this transaction valuation is based on the aggregate number of securities to which the transaction applies multiplied by the per unit price or other underlying value of the transaction. For purposes of calculating the aggregate number of securities only, this number is based on (i) 51,043,665 shares of Vialta common stock outstanding and owned by stockholders (other than Victory Acquisition Corporation); and (ii) outstanding vested stock options to purchase an aggregate of 2,146,167 shares of Vialta common stock which will be cashed out in the merger. For purposes of calculating the per unit price, this price is based on the fact that (i) each outstanding share of common stock owned by stockholders (other than Victory Acquisition Corporation) will be converted into the right to receive $0.36 in cash, without interest, and (ii) each outstanding vested stock option to purchase shares of Vialta common stock (other than options to purchase shares of Vialta common stock held by Victory Acquisition Corporation, its officers, its directors and its stockholders) will be converted into the right to receive a cash payment equal to (a) the excess of $0.36 over the per share exercise price for the shares of common stock subject to such stock option, multiplied by (b) the number of shares of common stock underlying each such stock option. |
þ | Check the box if any part of the fee is offset as provided by §240.0-11(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. |
Introduction | ||||||||
Item 15. Additional Information. | ||||||||
Item 16. Exhibits. | ||||||||
SIGNATURES |
| All shares of Vialta common stock that were held immediately prior to the effective time of the Merger (1) in the treasury of Vialta, (2) by any wholly-owned subsidiary of Vialta, (3) by Victory or (4) by any of the Participating Stockholders were cancelled and retired without consideration payable therefor; | ||
| Each other share of Vialta common stock outstanding immediately prior to the effective time of the Merger (other than any share as to which a dissenting stockholder has perfected and not lost appraisal or dissenters rights under Delaware or California law, respectively, which share was converted into the right to receive such consideration as may be determined pursuant to applicable Delaware or California law) was converted into the right to receive $0.36 in cash without interest upon surrender and acceptance of the certificates for such shares by Vialtas Exchange Agent; | ||
| Each share of Victory common stock outstanding immediately prior to the effective time of the Merger was converted into one share of Vialta, as the surviving corporation of the Merger, resulting in the Participating Stockholders owning all outstanding shares of Vialta common stock immediately after completion of the Merger; and |
| Each vested option to acquire Vialta common stock outstanding immediately prior to the effective time of the Merger (other than those held by Victory, its officers, directors, stockholders or affiliates) was cancelled and converted into the right to receive cash in respect of such stock option in an amount equal to the product of (A) the excess, if any, of the $0.36 per share merger consideration over the per share exercise price of such stock option, multiplied by (B) the number of vested shares subject to such stock option, without interest and net of any withholding taxes, subject to the option holders execution and delivery of a written consent on a form provided by Vialtas Exchange Agent to the effect that the cash payment for such option is in full consideration for cancellation of such stock option. |
(a)(2)
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Notice of Special Meeting of Stockholders, incorporated by reference to the Definitive Schedule 14A filed by Vialta, Inc. October 7, 2005. | |
(a)(3)
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Definitive Proxy Statement, incorporated by reference to the Schedule 14A filed by Vialta, Inc. on October 7, 2005. | |
(a)(4)
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Not applicable | |
(b)(1)
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Additional Contribution Agreement dated March 28, 2005, incorporated by reference to Exhibit 5 of Schedule 13-D filed April 7, 2005. | |
(b)(2)
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Pledge Agreement dated as of March 28, 2005 by and among Victory Acquisition Corp. and Vialta, Inc., incorporated by reference to Exhibit 4 of Schedule 13-D filed April 7, 2005. | |
(c)(1)
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Opinion of Salem Partners LLC dated March 28, 2005 (included as Annex F to the definitive Proxy Statement, which is filed herewith as Exhibit (a)(3)). | |
(c)(2)
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Presentation of Salem Partners LLC, dated March 28, 2005.* | |
(c)(3)
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Liquidation Analysis of Needham & Company, Inc. presented at December 3, 2004 meeting of the board of directors.* | |
(c)(4)
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Liquidation Analysis of Needham & Company, Inc. presented at December 14, 2004 meeting of the board of directors.* | |
(c)(5)
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Presentation of Needham & Company, Inc. presented at July 27, 2004 meeting of the board of directors.* | |
(c)(6)
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Presentation of Needham & Company, Inc. presented at October 26, 2004 meeting of the board of directors.* | |
(c)(7)
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Presentation of Needham & Company, Inc. presented at January 24, 2004 meeting of the board of directors.* | |
(d)(1)
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Agreement and Plan of Reorganization dated as of March 28, 2005 by and between Victory Acquisition Corp. and Vialta, Inc. (included as Annex A-1 to the definitive Proxy Statement, which is filed herewith as Exhibit (a)(3)). | |
(d)(2)
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Voting Agreement dated as of March 28, 2005 by and among Victory Acquisition Corp. and Vialta, Inc., incorporated by reference to Exhibit 3 of Schedule 13-D filed April 7, 2005. | |
(d)(4)
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Stock Contribution Agreement dated as of March 28, 2005 by and among Victory Acquisition Corp. and Vialta, Inc., incorporated by reference to Exhibit 2 of Schedule 13-D filed April 7, 2005. | |
(d)(5)
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Amendment to Agreement and Plan of Reorganization dated as of August 2, 2005 by and among Victory Acquisition Corp. and Vialta, Inc. (included as Annex A-2 to the definitive Proxy Statement filed herewith as Exhibit (a)(3)). | |
(d)(6)
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Amendment No. 2 to Agreement and Plan of Reorganization dated as of August 26, 2005 by and among Victory Acquisition Corp. and Vialta, Inc. (included as Annex A-3 to the definitive Proxy Statement filed herewith as Exhibit (a)(3)). | |
(f)
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Dissenters rights of appraisal are described under the caption Appraisal and Dissenters Rights in Exhibit (a)(3) and set forth in Annex G and Annex H to the definitive Proxy Statement, which is filed herewith as Exhibit (a)(3). | |
(g)
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Not applicable. |
* Previously filed.
VIALTA, INC., a Delaware corporation |
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By: | /s/ DIDIER PIETRI | |||||
Name: | Didier Pietri | |||||
Title: | Chief Executive Officer | |||||
Date: | October 14, 2005 | |||||
FRED S.L. CHAN | ||||||
By: | /s/ FRED S.L. CHAN | |||||
Date: | October 14, 2005 | |||||
ANNIE M.H. CHAN | ||||||
By: | /s/ ANNIE M.H. CHAN | |||||
Date: | October 14, 2005 | |||||
ANNIE M.H. CHAN TR UA 07-25-95, THE ANNIE M.H. CHAN LIVING TRUST |
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By: | /s/ Annie M.H. Chan | |||||
Name: | Annie M.H. Chan | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
MEE SIM LEE & SUNG KOOK KIM & MYONG SHIN KIM TR UA DTD 12-21-87, THE DAVID Y.W. CHAN TRUST |
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By: | /s/ Mee Sim Lee | |||||
Name: | Mee Sim Lee | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
By: | /s/ Sung Kook Kim | |||||
Name: | Sung Kook Kim | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
By: | /s/ Myong Shin Kim | |||||
Name: | Myong Shin Kim | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 |
MEE SIM LEE & SUNG KOOK KIM & MYONG SHIN KIM TR UA DTD 12-21-87, THE EDWARD Y.C. CHAN TRUST |
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By: | /s/ Mee Sim Lee | |||||
Name: | Mee Sim Lee | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
By: | /s/ Sung Kook Kim | |||||
Name: | Sung Kook Kim | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
By: | /s/ Myong Shin Kim | |||||
Name: | Myong Shin Kim | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
MEE SIM LEE & SUNG KOOK KIM & MYONG SHIN KIM TR UA DTD 3-16-92, THE MICHAEL Y.J. CHAN TRUST |
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By: | /s/ Mee Sim Lee | |||||
Name: | Mee Sim Lee | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
By: | /s/ Sung Kook Kim | |||||
Name: | Sung Kook Kim | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
By: | /s/ Myong Shin Kim | |||||
Name: | Myong Shin Kim | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
SHIU LEUNG CHAN & ANNIE M. H. CHAN GIFT TRUST DATED 11/20/92 |
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By: | /s/ Mee Sim Lee | |||||
Name: | Mee Sim Lee | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 |
By: | /s/ Sung Kook Kim | |||||
Name: | Sung Kook Kim | |||||
Title: | Trustee | |||||
Date: | October 14, 2005 | |||||
EVERSHINE XVI, L.P. | ||||||
By: | /s/ Annie M.H. Chan | |||||
Name: | Annie M. H. Chan | |||||
Title: | For Everbright II, LLC (General Partner), As Managing Member |
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Date: | October 14, 2005 | |||||
EVERBRIGHT II, LLC | ||||||
By: | /s/ Annie M. H. Chan | |||||
Name: | Annie M. H. Chan | |||||
Title: | As Managing Member of General Partner for Evershine XVI, L.P. |
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Date: | October 14, 2005 | |||||
By: | /s/ Fred Shiu Leung Chan | |||||
Name: | Fred Shiu Leung Chan | |||||
Title: | As Managing Member of General Partner for Evershine XVI, L.P. |
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Date: | October 14, 2005 |