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Transaction Valuation*
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Amount of Filing Fee**
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|
$27,748,285
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$851.87
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*
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Calculated
solely for purposes of determining the filing fee. This amount
assumes that options to purchase 2,142,751 shares of common stock
of First
Solar, Inc., representing all options eligible to be amended pursuant
to
this offer having an aggregate value of $27,748,285 as of June 1,
2007, will be amended. The aggregate value of such options was
calculated based on the Black-Scholes option pricing model as of
June 1,
2007.
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**
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The
amount of the filing fee, calculated in accordance with Rule 0-11(b)
of
the Securities Exchange Act of 1934, as amended, equals $30.70 per
million
of the aggregate amount of transaction value. The transaction
valuation set forth above was calculated for the sole purpose of
determining the filing fee, and should not be used for any other
purpose. The filing fee was paid in connection with the filing
of this Schedule TO on June 6,
2007.
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|
ý
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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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||
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Amount
Previously Paid: $851.87
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Filing
Party: First Solar, Inc.
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||
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Form
or Registration No.: Schedule TO
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Date
Filed: June 6, 2007
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||
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¨
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
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||
|
Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
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|||
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¨
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Third-party
tender offer subject to Rule 14d-1.
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ý
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Issuer
tender offer subject to Rule 13e-4.
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¨
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Going-private
transaction subject to Rule 13e-3.
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||
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¨
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Amendment
to Schedule 13D under Rule 13d-2.
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||
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Check
the following box if the filing is a final amendment reporting the
results
of the tender offer:ý
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|||
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ITEM 4.
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TERMS
OF THE TRANSACTION.
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ITEM 12.
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EXHIBITS.
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Exhibit
Number
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Description
|
|
|
99.(a)(1)(A)*
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Offer
to Amend Eligible Outstanding Stock Options, dated June 5,
2007.
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|
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99.(a)(1)(B)*
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Email
Announcement of Offer.
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|
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99.(a)(1)(C)*
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Election
Form.
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|
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99.(a)(1)(D)*
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Confirmation
of Receipt of Election Form.
|
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99.(a)(1)(E)*
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Notice
of Change in Election from Accept to Reject.
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99.(a)(1)(F)*
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Notice
of Change in Election from Reject to Accept.
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99.(a)(1)(G)
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First
Solar, Inc.’s Annual Report on Form 10-K for the year ended December 30,
2006, filed with the SEC on March 16, 2007, and incorporated herein
by
reference.
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99.(a)(1)(H)
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First
Solar, Inc.’s Quarterly Report on Form 10-Q, for the quarter ended March
31, 2007, filed with the SEC on May 8, 2007, and incorporated herein
by
reference.
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99.(a)(1)(I)*
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Form
of Addendum.
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99.(a)(1)(J)*
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Form
of Reminder Notice.
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99.(a)(1)(K)*
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Form
of Confirmation of Amendment.
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99.(b)
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Not
applicable.
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99.(d)(1)(A)
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2003
Unit Option Plan, filed as Exhibit 4.14 to the Registration Statement
on
Form S-1/A, filed with the SEC on September 18, 2006, and incorporated
herein by reference.
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99.(d)(1)(B)
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Form
of 2003 Unit Option Plan Agreement, filed as Exhibit 4.15 to the
Registration Statement on Form S-1/A, filed with the SEC on September
18,
2006, and incorporated herein by
reference.
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99.(d)(1)(C)
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2006
Omnibus Incentive Compensation Plan, filed as Exhibit 10.10 to the
Registration Statement on Form S-1/A, filed with the SEC on October
25,
2006, and incorporated herein by reference.
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99.(g)
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Not
applicable.
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99.(h)
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Not
applicable.
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FIRST
SOLAR, INC.
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||
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By:
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/s/ I.
Paul
Kacir
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I.
Paul Kacir
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Vice
President, General Counsel and
Corporate Secretary |
||
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Exhibit
Number
|
Description
|
|
|
99.(a)(1)(A)*
|
Offer
to Amend Eligible Outstanding Stock Options, dated June 5,
2007.
|
|
|
99.(a)(1)(B)*
|
Email
Announcement of Offer.
|
|
|
99.(a)(1)(C)*
|
Election
Form.
|
|
|
99.(a)(1)(D)*
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Confirmation
of Receipt of Election Form.
|
|
|
99.(a)(1)(E)*
|
Notice
of Change in Election from Accept to Reject.
|
|
|
99.(a)(1)(F)*
|
Notice
of Change in Election from Reject to Accept.
|
|
|
99.(a)(1)(G)
|
First
Solar, Inc.’s Annual Report on Form 10-K for the year ended December 30,
2006, filed with the SEC on March 16, 2007, and incorporated herein
by
reference.
|
|
|
99.(a)(1)(H)
|
First
Solar, Inc.’s Quarterly Report on Form 10-Q, for the quarter ended March
31, 2007, filed with the SEC on May 8, 2007, and incorporated herein
by
reference.
|
|
|
99.(a)(1)(I)*
|
Form
of Addendum.
|
|
|
99.(a)(1)(J)*
|
Form
of Reminder Notice.
|
|
|
99.(a)(1)(K)*
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Form
of Confirmation of Amendment.
|
|
|
99.(b)
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Not
applicable.
|
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99.(d)(1)(A)
|
2003
Unit Option Plan, filed as Exhibit 4.14 to the Registration Statement
on
Form S-1/A, filed with the SEC on September 18, 2006, and incorporated
herein by reference.
|
|
|
99.(d)(1)(B)
|
Form
of 2003 Unit Option Plan Agreement, filed as Exhibit 4.15 to the
Registration Statement on Form S-1/A, filed with the SEC on September
18,
2006, and incorporated herein by reference.
|
|
|
99.(d)(1)(C)
|
2006
Omnibus Incentive Compensation Plan, filed as Exhibit 10.10 to the
Registration Statement on Form S-1/A, filed with the SEC on October
25,
2006, and incorporated herein by reference.
|
|
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99.(g)
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Not
applicable.
|
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99.(h)
|
Not
applicable.
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