- Amended Statement of Ownership: Solicitation (SC 14D9/A)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

hi/fn, inc.

(Name of Subject Company)

hi/fn, inc.

(Name of Person Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

428358105

(CUSIP Number of Class of Securities)

Albert E. Sisto

hi/fn, inc.

750 University Avenue

Los Gatos, CA 95032

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive

Notice and Communications on Behalf of the Person Filing Statement)

With a copy to:

David W. Healy, Esq.

Horace L. Nash, Esq.

Andrew Luh, Esq.

Robert Ricca, Esq.

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

[phone]

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

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This Amendment No. 3 to the Schedule 14D-9 (the “ Amendment ”), filed with the Securities and Exchange Commission (the “ SEC ”) on March 16, 2009, amends and supplements the Schedule 14D-9 filed with the SEC on March 5, 2009 and as amended to date (the “ Schedule 14D-9 ”) by hi/fn, inc., a Delaware corporation (the “ Company ”). The Schedule 14D-9 relates to a tender offer by Hybrid Acquisition Corp., a Delaware corporation (“ Purchaser ”) and a wholly-owned subsidiary of Exar Corporation, a Delaware corporation (“ Exar ”), disclosed in a Tender Offer Statement on Schedule TO, dated March 5, 2009 (as amended or supplemented from time to time, the “ Schedule TO ”), to purchase all of the issued and outstanding shares of Company common stock at a purchase price of, at the election of each holder of Company common stock, either (i) $4.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes or (ii) 0.3529 shares of Exar common stock and $1.60 per share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange, which is part of the Registration Statement on Form S-4 filed by Exar on March 5, 2009 in connection with the offer and sale of Exar common stock to holders of shares of Company common stock, and the related Letter of Election and Transmittal.

The information in the Schedule 14D-9 is incorporated in this Amendment by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

 

Item 9.

Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(iv) Email to employees of the Company regarding the potential shortening of the current offering period under the Company’s Amended and Restated 1998 Employee Stock Purchase Plan.”

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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.

 

				HI/FN, INC.
Dated: March 16, 2009				By:		/s/ Albert E. Sisto
				Name:		Albert E. Sisto
				Title:		Chairman and Chief Executive Officer