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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act
of 1934
(Amendment No. 6)*
Cogent, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
19239Y108
(CUSIP Number)
Gregg M. Larson
Deputy General Counsel & Secretary
3M Company
3M Center
St. Paul, Minnesota 55144
(651) 733-2204
Copy to:
Christopher Austin
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York City, NY 10006
(212) 225-2000
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 2010
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 19239Y108 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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* See Item 4.
Item 1. |
Security and Issuer |
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This Amendment No. 6 to the Schedule 13D amends and supplements the Schedule 13D, as amended by Amendment No. 5 to the Tender Offer Statement on Schedule TO filed on October 8, 2010, Amendment No. 2 to the Schedule 13D filed on October 15, 2010, Amendment No. 3 to the Schedule 13D filed on October 22, 2010, Amendment No. 6 to the Tender Offer Statement on Schedule TO filed on October 25, 2010 and Amendment No. 7 to the Tender Offer Statement on Schedule TO filed on October 27, 2010 (the Schedule 13D), originally filed on August 29, 2010 by 3M Company and its wholly-owned subsidiary Ventura Acquisition Corporation (collectively, the Reporting Persons) with respect to the common stock, par value $0.001 per share (the Shares), of Cogent, Inc. (Cogent or the Issuer).
Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. |
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Item 4. |
Purpose of Transaction |
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Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
Following a shareholder vote on December 1, 2010, at which holders of a majority of the Shares voted to approve and adopt the Merger Agreement, 3M completed its acquisition of Cogent via the merger of Purchaser with and into Cogent with Cogent (the Surviving Corporation) becoming a wholly owned subsidiary of 3M. As a result of the effectiveness of the merger and the transactions contemplated by the Merger Agreement, the Issuer is now a wholly owned subsidiary of 3M, and with no public market for the Issuers stock, price quotations with respect to sales of the Issuers stock in the public market are no longer available, registration of the Issuers Common Stock under the federal securities laws will be terminated, and the Issuer is no longer required to file periodic reports with the United States Securities and Exchange Commission.
At the effective time of the Merger, (1) each issued
and outstanding Share (other than Shares held in the treasury of Cogent or
owned by the Reporting Persons, or by any direct or indirect wholly owned
subsidiary of the Reporting Persons or Cogent, in each case immediately prior
to the effective time of the Merger and any Shares that are issued and
outstanding immediately prior to the effective time of the Merger and held by
a Cogent stockholder who is entitled to demand and properly demands appraisal
of such Shares) was, by virtue of the Merger and without any action on the
part of the Reporting Persons or the Issuer or the holder, cancelled and
converted into the right to receive $10.50 in cash, without interest thereon
and less any required withholding taxes; (2) all Shares held by the Reporting
Persons or any wholly owned subsidiary of the Reporting Persons or the Issuer
and Shares held by the Issuer in treasury were cancelled and no payment or
distribution was made with respect to such Shares; (3) each share of
Purchaser common stock issued and outstanding immediately prior to the
effective time was, by virtue of the merger and without any action on the
part of the holder thereof, converted into a share of the Surviving
Corporation, making Cogent a wholly owned subsidiary of 3M; (4) the
certificate of incorporation of the Surviving Corporation was amended to
conform with Exhibit B of the Merger Agreement; (5) the bylaws of the
Surviving Corporation were amended to read as the bylaws of Purchaser as in
effect immediately prior to the effective time of the Merger, except that
such bylaws were amended to reflect that the name of the Surviving
Corporation is 3M Cogent, Inc. and (6) the directors of Purchaser became the
directors of the Surviving Corporation and the officers of the Issuer
immediately prior to the effective time became the initial officers of the
Surviving Corporation. |
Item 5. |
Interest in Securities of the Issuer |
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Item 5 of the Schedule 13D is hereby amended, in pertinent part, as follows:
(a) (b) As a result of the Merger, 3M is the direct record owner of, and has the power to vote and to dispose or direct the disposition of 100 shares of the Surviving Corporation, which represent 100% of the Surviving Corporations outstanding shares. |