3//SEC Filing
FORCE PROTECTION INC 3
Accession 0001209191-11-062774
CIK 0001032863operating
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 1:29 PM ET
Size
8.0 KB
Accession
0001209191-11-062774
Insider Transaction Report
Form 3
GENERAL DYNAMICS CORP
10% Owner
Holdings
- 1,000
Common Stock
Footnotes (4)
- [F1]In accordance with the Agreement and Plan of Merger, dated as of November 7, 2011 (as amended, the "Merger Agreement"), among General Dynamics Corporation, a Delaware corporation ("General Dynamics"), Falcon Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of General Dynamics ("Merger Sub"), and Force Protection, Inc. ("Force Protection"), on November 18, 2011, Merger Sub commenced a tender offer to acquire all of the outstanding shares common stock, par value $0.001 per share ("Shares") of Force Protection, at a price of $5.52 per Share, in cash without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated November 18, 2011, and the related letter of transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by General Dynamics and Merger Sub with the SEC on November 18, 2011 (such offer to purchase together with such letter of transmittal, in each case as amended or supplemented, the "Offer").
- [F2]The Offer expired at 12:00 midnight, New York City time, at the end of Friday, December 16, 2011 (the "Expiration Date"), as scheduled, and was not extended. Computershare Trust Company, N.A., the depositary for the Offer, informed General Dynamics that, as of the Expiration Date, a total of 51,667,698 Shares (including 3,681,524 Shares subject to guaranteed delivery procedures as described in the Offer) were validly tendered and not validly withdrawn, representing approximately 81.7% of the Shares then outstanding on a fully diluted basis (as determined pursuant to the Merger Agreement). On December 17, 2011, Merger Sub accepted for payment and, on December 19, 2011, paid for all such Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date.
- [F3]On December 19, 2011, Merger Sub exercised its option (the "Top-Up Option") to purchase, at a per Share price equal to $5.52 per Share, 89,316,099 Shares (the "Top-Up Shares"), which, when added to the number of Shares owned by Merger Sub immediately prior to the exercise of the option (which for these purposes did not include Shares that had been tendered subject to guaranteed delivery procedures), resulted in Merger Sub owning one Share more than 90% of the outstanding Shares.
- [F4]See Remarks.
Documents
Issuer
FORCE PROTECTION INC
CIK 0001032863
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001032863
Filing Metadata
- Form type
- 3
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 1:29 PM ET
- Size
- 8.0 KB