SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 2)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MEDIAMIND TECHNOLOGIES INC.
(Name of Subject Company)
MEDIAMIND TECHNOLOGIES INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
58449C100
(CUSIP Number of Class of Securities)
Vered Raviv-Schwarz
General Counsel and Corporate Secretary
135 West 18th Street, 5th Floor
New York, NY 10011
(646) 202-1320
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
William Aaronson
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Introduction
This Amendment No. 2 (this “
Amendment
”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “
Statement
”) originally filed with the Securities and Exchange Commission (the “
SEC
”) by MediaMind Technologies Inc., a Delaware corporation (the “
Company
” or “
MediaMind
”), on June 24, 2011. The Statement relates to the tender offer by DG Acquisition Corp. VII, a Delaware corporation (“
Purchaser
”) and a wholly-owned subsidiary of DG
FastChannel, Inc., a Delaware corporation (“
Parent
”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company at a purchase price of $22.00 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2011, and in the related Letter of Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on June 24, 2011.
Except as otherwise set forth below, the information set forth in the original Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
ITEM 9.
EXHIBITS
.
Item 9 of the Statement is hereby amended and supplemented by inserting the following exhibit thereto:
“(a)(7) Frequently Asked Questions About Stock Options, dated June 30, 2011.”