UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________________
SCHEDULE
TO-C
TENDER
OFFER STATEMENT
under
Section 14(d)(1) or Section 13(e)(1) of the Securities
Exchange Act of 1934
_______________________
SONOSITE,
INC.
(Name
Of Subject Company (Issuer))
SONOSITE,
INC.
(Name
of Filing Persons (Offeror))
Common
Stock, $0.01 par value
(Title of
Class of Securities)
83568G104
(CUSIP
Number of Class of Securities)
_______________________
Kevin
M. Goodwin
President
and Chief Executive Officer
SonoSite,
Inc.
21919
30th
Drive SE
Bothell,
Washington 98021-3904
(425)
951-1200
_______________________
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
with
copies to:
Alan
C. Smith
Fenwick
& West LLP
1191
Second Avenue, 10th
Floor
Seattle,
Washington 98101
(206)
389-4510
_______________________
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee*
|
|
Not
Applicable*
|
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 a preliminary
communication made before the commencement of a tender
offer.
|
|
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.
|
Amount
Previously Paid: N/A
Form or
Registration No.: N/A
Filing
Party: N/A
Date
Filed: N/A
|
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:
The
pre-commencement communication filed under cover of this Schedule TO-C
relates to a planned tender offer by SonoSite, Inc. (“SonoSite”)
to purchase shares of its common stock, par value $0.01, for an aggregate
purchase price of $100 million, pursuant to the terms and subject to the
conditions set forth in an offer to purchase (the “Offer to
Purchase”) and an accompanying letter of transmittal (the “Letter of
Transmittal”), each to be made available upon commencement of the tender
offer and which together, as each may be amended and supplemented from time to
time, constitute the tender offer.
The
tender offer described in this filing has not yet commenced, and this filing is
neither an offer to purchase nor a solicitation of an offer to sell securities
of SonoSite. At the time the tender offer is commenced, SonoSite
intends to (i) file a Tender Offer Statement on Schedule TO (the “Tender Offer
Statement”) containing the Offer to Purchase, the form of the Letter of
Transmittal and related tender offer documents with the U.S. Securities and
Exchange Commission (the “SEC”) and
(ii) mail these documents to the stockholders of SonoSite. These
documents will contain important information about the tender offer, including
the various terms of, and conditions to, the tender offer, and stockholders of
SonoSite are urged to read them carefully and in their entirety before making
any decision to tender securities in the planned tender offer. When
available, the Tender Offer Statement will be made available to SonoSite’s
stockholders at no expense to them and will also be available at no charge on
the SEC’s website at www.sec.gov.
ITEM
12. EXHIBITS
|
Exhibit
|
||
|
Number
|
Description
|
|
|
99.1
|
Text
of Press Release of SonoSite, Inc., dated January 11,
2010.
|
|