Firsthand Technology Value Fund, Inc SC TO-I/A, filed Feb 18, 2020
Firsthand Technology Value Fund, Inc. (SVVC)
SC TO-I/A
2020-02-18
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Added on
October 15, 2026
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 2020
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(AMENDMENT NO. 2)
ISSUER TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FIRSTHAND TECHNOLOGY VALUE FUND, INC.
(Name of Subject Company)
FIRSTHAND TECHNOLOGY VALUE FUND, INC.
(Name of Filing Person (Issuer))
SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
33766Y100
(CUSIP Number of Class of Securities)
Kevin M. Landis
Firsthand Capital Management, Inc.
150 Almaden Blvd., Suite 1250
San Jose, California 95113
(408) 886–7096
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
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Kelvin K. Leung, Esq.
Firsthand Capital Management, Inc.
150 Almaden Blvd., Suite 1250
San Jose, CA 95113
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David A. Hearth, Esq.
Paul Hastings LLP
101 California Street, 48th Floor
San Francisco, California 94111
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December 17, 2019
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$4,000,000*
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$519.20**
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*Estimated for purposes of calculating the Filing Fee only. This amount is based on the offer to purchase for not more than $4,000,000 in aggregate shares of common stock, par value $0.001 per share, at the minimum
tender offer price of $6.00 per share.
**The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $129.80 for each $1,000,000 of the value of the transaction.
☑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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Amount Previously Paid:
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$519.20
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Filing Party:
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Firsthand Technology Value Fund, Inc.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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12/17/2019
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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:
☐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.
☐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: ☐
AMENDMENT NO. 2 SCHEDULE TO
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on December 17, 2019 (the “Schedule TO”),
which relates to the tender offer by Firsthand Technology Value Fund, Inc., a Maryland corporation (the “Company” or the “Fund”) and Mr. Kevin Landis, the Chairman of the Board and Chief Executive Officer of the Fund (“Mr. Landis”, together with the
Fund, the “Offerors”), to purchase for cash up to $4 million of its common stock, $0.001 par value per share (the “shares”), at a price per share of not less than $6.00 and not more than $8.00 in cash, less any
applicable withholding taxes and without interest. The Company’s offer was made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated December 17, 2019 (the “Offer to Purchase”), in the Letter of
Transmittal (the “Letter of Transmittal”), which together constitute the “Tender Offer”.
All information in the Tender Offer, including all schedules and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 2, except that such
information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith
Item 11. Additional Information.
Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following:
“On February 18, 2020, the Company issued a press release announcing the expiration and preliminary results of the Tender Offer. A copy of the press release is filed as Exhibit (a)(5)(iii) to this
Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit to the exhibit index.
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EXHIBIT
NUMBER
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DESCRIPTION
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(a)(5)(iii)
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Press release announcing the Expiration and Preliminary Results of the Tender Offer, dated February 18, 2020.
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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: February 18, 2020
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FIRSTHAND TECHNOLOGY VALUE FUND, INC.
/s/Kevin Landis
Name: Kevin Landis
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER
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DESCRIPTION
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(a)(1)(i)
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Offer to Purchase, December 17, 2019.
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(a)(1)(ii)
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Form of Letter of Transmittal.
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(a)(1)(iii)
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Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December 17, 2019.
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(a)(1)(iv)
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Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated December 17, 2019.
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(a)(5)(i)
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Press release announcing the Tender Offer, dated December 17, 2019.
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(a)(5)(ii)
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Press release announcing the Extension of the Tender Offer, dated January 24, 2020.
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Press release announcing the Expiration and Preliminary Results of the Tender Offer, dated February 18, 2020.
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(d)(1)
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Depositary Agreement dated December 17, 2019 between the Fund and Computershare Trust Company, N.A.*
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(d)(2)
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Information Agent Agreement dated December 17, 2019 between the Fund and Georgeson LLC*
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Exhibit (a)(5)(iii)
News Release
Firsthand Technology Value Fund Announces
Expiration and Preliminary Results of the Modified Dutch Auction Tender Offer to Purchase up to $4 Million of its Common Stock
San Jose, CA, February 18, 2020 – Firsthand Technology Value Fund, Inc. (NASDAQ: SVVC) (the “Fund”), a publicly-traded venture capital fund that invests in technology and
cleantech companies, announced today preliminary results from its “modified Dutch auction” tender offer (the “Tender Offer”). The Fund’s Tender Offer expired at 5:00 P.M., Eastern Standard Time, on February 14, 2020. The Tender Offer was made
pursuant to an Offer to Purchase dated December 17, 2019 and the related Letter of Transmittal, by which up to $4 million of the Fund’s common stock would be purchased at a price per share not less than $6.00 and not greater than $8.00 per share, in
$0.10 increments.
In accordance with the Fund’s previously announced Tender Offer, and based on the preliminary count by Computershare Trust Fund, N.A., the depositary for the Tender Offer,
571,428 shares will be purchased, representing 8.0% of the Fund’s outstanding shares, for payment on or about February 21, 2020, at a price of $7.00 per share. The Fund has determined that the preliminary proration factor for the Tender Offer is
approximately 69.5%. The purchase price of properly tendered shares represents 39.5% of net asset value (“NAV”) per share based on the preliminary December 31, 2019 NAV of $17.70 per share.
The number of shares expected to be purchased in the Tender Offer, the purchase price, and the proration factor referred to above are preliminary and subject to change. The
preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the required two business day
period. The final number of shares to be purchased in the Tender Offer and the final purchase price per share will be announced following the expiration of the guaranteed delivery period and the completion by the Depositary of the confirmation
process.
News Release
Full details of the terms and conditions of the Tender Offer are included in the Fund’s Offer to Purchase and in the Letter of Transmittal relating to the Tender Offer that
have been previously distributed to shareholders and filed with the SEC. Georgeson LLC is serving as information agent for the Tender Offer. Shareholders with questions, or who would like to receive additional copies of the Tender Offer documents,
may call Georgeson at (888) 219-8320.
About Firsthand Technology Value Fund
Firsthand Technology Value Fund, Inc. is a publicly-traded venture capital fund that invests in technology and cleantech companies. More information about the Fund and its
holdings can be found online at www.firsthandtvf.com.
# # #
The Fund is a non-diversified, closed-end investment company that elected to be treated as a business development company under the Investment Company
Act of 1940. The Fund’s investment objective is to seek long-term growth of capital. Under normal circumstances, the Fund will invest at least 80% of its total assets for investment purposes in technology and cleantech companies.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains "forward-looking statements" as defined under the U.S. federal
securities laws. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will," and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements
are subject to certain risks and uncertainties that could cause actual results to materially differ from the Fund’s historical experience and its present expectations or projections indicated in any forward-looking statement. These risks include, but
are not limited to, changes in economic and political conditions, regulatory and legal changes, technology and cleantech industry risk, valuation risk, non-diversification risk, interest rate risk, tax risk, and other risks discussed in the Fund’s
filings with the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Fund undertakes no obligation to publicly update or revise any forward-looking statements made herein. There
is no assurance that the Fund’s investment objectives will be attained. We acknowledge that, notwithstanding the foregoing, the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995 does not apply to
investment companies such as us.
Contact:
Phil Mosakowski
Firsthand Capital Management, Inc.
(408) 624-9526
vc@firsthandtvf.com