UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLU MOBILE INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Options to Purchase Common Stock, par value $0.0001 per share
(Title of Class of Securities)
379890 10 6
(CUSIP Number of Class of Securities Underlying Common Stock)
L. Gregory Ballard
President and Chief Executive Officer
Glu Mobile Inc.
2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
(650) 532-2400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Person)
Copy to:
David A. Bell, Esq.
William L. Hughes, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, CA 94041
Telephone: (650) 988-8500
Facsimile: (650) 938-5200
CALCULATION OF FILING FEE
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Transaction Value* |
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Amount of Filing Fee* |
Not Applicable
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Not Applicable |
*Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with
this filing as it relates solely to preliminary communications made before the commencement of a
tender offer.
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Check 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: Not applicable.
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Filing Party: Not applicable. |
Form or Registration No.: Not applicable.
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Date Filed: Not applicable. |
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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:
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Third-party tender offer subject to Rule 14d-1. |
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Issuer tender offer subject to Rule 13e-4. |
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Going-private transaction subject to Rule 13e-3. |
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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
Exhibit 99.01 to this filing is an email sent by L. Gregory Ballard, the President and Chief
Executive Officer of Glu Mobile Inc. ( Glu), to certain Glu employees on March 30, 2009 (Company
Email) describing Glus intention to commence a proposed stock option exchange program (the
Program) in April 2009 and describing the proposed terms thereof.
The Program described in the Company Email has not yet commenced, and the Company Email does
not constitute an offer or create any rights or obligations. On the date the Program commences, Glu
will provide persons who are eligible to participate in the Program with written materials
explaining the precise terms and timing of the Program. Eligible participants should read these
materials when they become available because they will contain important information about the
Program. Glu also will file these materials as part of a Tender Offer Statement on Schedule TO with
the Securities and Exchange Commission (the SEC) upon the commencement of the proposed Program.
These materials and other documents filed by Glu with the SEC will be available free of charge from
the SECs website at www.sec.gov. In addition, persons who are eligible to participate in the
Program may obtain free copies of the documents filed by Glu with the SEC by contacting Glus Stock
Administration Department at 2207 Bridgepointe Parkway, Suite 250, San Mateo, California 94404.
A brief summary of the tax consequences of any exchange of stock options will be provided,
although this will be of a general nature and will not be tailored to your individual
circumstances. You may wish to seek advice from an appropriately qualified professional advisor.
ITEM 12. EXHIBITS.
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Exhibit No. |
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Description |
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99.01
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Company Email, dated March 30, 2009. |