SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Genesis Microchip Inc.
(Name of Subject Company)
Genesis Microchip Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
37184C103
(CUSIP Number of Class of Securities)
Elias Antoun
President and Chief Executive Officer
Genesis Microchip Inc.
2525 Augustine Drive
Santa Clara, CA 95054
(408) 919-8400
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With copies to:
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| Selim Day, Esq.
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Bradley L. Finkelstein, Esq. |
| Wilson Sonsini Goodrich & Rosati
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Wilson Sonsini Goodrich & Rosati |
| Professional Corporation
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Professional Corporation |
| 1301 Avenue of the Americas, 40th Floor |
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650 Page Mill Road |
| New York, New York 10019
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Palo Alto, CA 94301 |
| (212) 999-5800
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(650) 493-6811 |
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o Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer. |
This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on December
18, 2007, (as previously filed with the SEC, the “Schedule 14D-9”), by Genesis Microchip Inc., a
Delaware corporation (“Genesis” or the “Company”), relating to the tender offer made by Sophia
Acquisition Corp., a Delaware corporation (“Offeror”), a wholly-owned subsidiary of
STMicroelectronics N.V., a limited liability company organized under the laws of the Netherlands,
with its corporate seat in Amsterdam, the Netherlands (“Parent”), as set forth in a Tender Offer
Statement filed by Offeror and Parent on Schedule TO, dated December 18, 2007 (as previously filed
with the SEC, the “Schedule TO”), to pay $8.65 per share, net to the holder thereof in cash,
without interest, less any required withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated December 18, 2007, and in the related Letter of
Transmittal. Any capitalized terms used and not otherwise defined herein shall have the meaning
ascribed to such term in the Schedule 14D-9.
All information in the Schedule 14D-9 is incorporated in this Amendment No. 1, except that
such information is hereby amended to the extent specifically provided herein.
Item 9. Materials to be Filed as Exhibits.
The following exhibit is filed herewith:
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Description |
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(e)(26)
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Letter to employees of Genesis Microchip Inc. dated January 4, 2008 |
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.
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GENESIS MICROCHIP INC.
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/s/ Elias Antoun
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| Dated: January 7, 2008 |
Elias Antoun |
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President and Chief Executive Officer |
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