As filed with the Securities and Exchange Commission on April 28, 2009.

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 2 to

SCHEDULE TO

(Rule 13e-4)

 

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Domino’s Pizza, Inc.

(Name of Subject Company (issuer))

Domino’s Pizza, Inc.

(Name of Filing Person (offeror))

 

 

Options to Purchase Common Stock,

Par Value $0.01 Per Share

(Title of Class of Securities)

256754A201

(CUSIP Number of Common Stock Underlying Class of Securities)

David A. Brandon

Chief Executive Officer

Domino’s Pizza, Inc.

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

Telephone: (734) 930-3030

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

and Communications on Behalf of the Person(s) Filing Statement)

 

 

Copy to:

 

Jane D. Goldstein, Esq.		Kenneth B. Rollin
Craig E. Marcus, Esq.		Executive Vice President & General Counsel
Ropes & Gray LLP		Domino’s Pizza, Inc.
One International Place
		30 Frank Lloyd Wright Drive
Boston, Massachusetts 02110		Ann Arbor, Michigan 48106
Telephone: (617) 951-7000		Telephone: (734) 930-3030
Telecopy: (617) 951-7050		Telecopy: (734) 747-6210

 

 

CALCULATION OF FILING FEE

 

 

Transaction Valuation		Amount of Filing Fee
$8,512,300*		$475.00**

 

 

*

Estimated solely for purposes of calculating the amount of the filing fee. The calculation of the transaction valuation assumes that all options to purchase the Issuer’s common stock that are eligible for exchange will be tendered for new options and cancelled pursuant to this offer. The options eligible for exchange have a value of $8,512,300 calculated using the Black-Scholes option pricing method based on a price per share of common stock of $6.45, the price of the Issuer’s common stock as reported on The New York Stock Exchange on March 20, 2009.

**	Calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934.

 

x	Check 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: $475.00		Filing Party: Domino’s Pizza, Inc.
Form or Registration No.: 005-80414		Date Filed: March 24, 2009

 

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

 

¨	Check the appropriate boxes to designate any transactions to which this statement relates:

 

¨

third party tender offer subject to Rule 14d-1

 

x

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.  ¨

 

 

 

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This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed with the Securities and Exchange Commission on March 24, 2009, as amended on April 10, 2009, relating to an offer by Domino’s Pizza, Inc. (the “Company”) to its employees to exchange certain outstanding options to purchase shares of the Company’s common stock granted under the Company’s 2004 Equity Incentive Plan.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 amends and restates only the items and exhibits to the Schedule TO that are being amended and restated, and unaffected items and exhibits are not included herein.

Item 12. Exhibits.

 

(a)(1)(i)*		Offering Memorandum relating to our Offer to Exchange Certain Outstanding Options to Purchase Common Stock for Replacement Options to Purchase Common Stock, dated March 24, 2009, as amended April 10, 2009.
(a)(1)(ii)*		Communication to Eligible Optionholders Announcing the Opening of the Exchange Program, to be delivered via e-mail on or around March 24, 2009.
(a)(1)(iii)*		Presentation to Eligible Optionholders, to be shown at a live meeting on or around March 24, 2009.
(a)(1)(iv)*		Stock Option Exchange Program Overview, to be given or made available online to Eligible Optionholders on or around March 24, 2009.
(a)(1)(v)*		Form of Domino’s Pizza, Inc. Stock Option Exchange Program Election/Withdrawal Form.
(a)(1)(vi)*		Form of Communication to Tendering Domino’s Pizza, Inc. Optionholders Confirming Receipt of Domino’s Pizza Inc. Stock Option Election Form.
(a)(1)(vii)		Domino’s Pizza, Inc. Annual Report on Form 10-K for the period ended December 28, 2008, filed with the Securities and Exchange Commission on February 24, 2009 is hereby incorporated by reference.
(a)(1)(viii)		Domino’s Pizza, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2009 is hereby incorporated by reference.
(a)(1)(ix)*		Communication to Eligible Optionholders regarding the amended Offer, dated April 10, 2009.
(a)(1)(x)		Communication to Eligible Optionholders residing in the Netherlands, dated April 28, 2009.
(a)(2)		Not applicable
(a)(3)		Not applicable
(a)(4)		Not applicable
(a)(5)(i)		Definitive Proxy Statement on Schedule 14A for Domino’s Pizza, Inc.’s 2009 Annual Meeting of Stockholders filed on March 23, 2009 is hereby incorporated by reference.
(b)		Not applicable.
(c)		Not applicable.
(d)(1)		Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan, filed as Exhibit 10.1 to the Domino’s Pizza, Inc. quarterly report on Form 10-Q for the fiscal quarter ended June 18, 2006, is hereby incorporated by reference.
(g)		Not applicable
(h)		Not applicable

 

*	Previously filed.

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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.

 

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INDEX TO EXHIBITS

 

(a)(1)(i)*		Offering Memorandum relating to our Offer to Exchange Certain Outstanding Options to Purchase Common Stock for Replacement Options to Purchase Common Stock, dated March 24, 2009, as amended April 10, 2009.
(a)(1)(ii)*		Communication to Eligible Optionholders Announcing the Opening of the Exchange Program, to be delivered via e-mail on or around March 24, 2009.
(a)(1)(iii)*		Presentation to Eligible Optionholders, to be shown at a live meeting on or around March 24, 2009.
(a)(1)(iv)*		Stock Option Exchange Program Overview, to be given or made available online to Eligible Optionholders on or around March 24, 2009.
(a)(1)(v)*		Form of Domino’s Pizza, Inc. Stock Option Exchange Program Election/Withdrawal Form.
(a)(1)(vi)*		Form of Communication to Tendering Domino’s Pizza, Inc. Optionholders Confirming Receipt of Domino’s Pizza Inc. Stock Option Election Form.
(a)(1)(vii)		Domino’s Pizza, Inc. Annual Report on Form 10-K for the period ended December 28, 2008, filed with the Securities and Exchange Commission on February 24, 2009 is hereby incorporated by reference.
(a)(1)(viii)		Domino’s Pizza, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2009 is hereby incorporated by reference.
(a)(1)(ix)*		Communication to Eligible Optionholders regarding the amended Offer, dated April 10, 2009.
(a)(1)(x)		Communication to Eligible Optionholders residing in the Netherlands, dated April 28, 2009.
(a)(2)		Not applicable
(a)(3)		Not applicable
(a)(4)		Not applicable
(a)(5)(i)		Definitive Proxy Statement on Schedule 14A for Domino’s Pizza, Inc.’s 2009 Annual Meeting of Stockholders filed on March 23, 2009 is hereby incorporated by reference.
(b)		Not applicable.
(c)		Not applicable.
(d)(1)		Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan, filed as Exhibit 10.1 to the Domino’s Pizza, Inc. quarterly report on Form 10-Q for the fiscal quarter ended June 18, 2006, is hereby incorporated by reference.
(g)		Not applicable
(h)		Not applicable

 

*	Previously filed.

Exhibit (a)(1)(x)

Dear Domino’s Pizza Optionholder:

We are happy to inform you that we have received a favorable tax ruling from the Dutch tax authorities relating to your participation in the Domino’s Pizza Stock Option Exchange Program. If you decide to participate in the Stock Option Exchange Program, you will not be subject to tax relating to the exchange of your currently held eligible options, vested or unvested, as of the date of the exchange for the replacement options to be granted after you elect to participate in the Stock Option Exchange Program.

If you decide to participate in the Stock Option Exchange Program, you will be subject to tax when you exercise the replacement options based on the difference, or spread, between the fair market value of the common stock of Domino’s Pizza shares on the date of exercise and the exercise price. You will also be subject to social insurance contributions (both national insurance and employees’ social insurance) on the spread, subject to the applicable contribution ceiling.

In order to participate in the Stock Option Exchange Program, you will need to provide written confirmation of the consent agreement from the Dutch tax authorities. To do this, please sign and return the attached consent agreement via PDF to optionexchange@dominos.com or fax to (866-886-3242) before 9:00 a.m. Eastern Time on Monday, May 4, 2009.

Please email optionexchange@dominos.com with any questions.

Thank you.

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DOMINO’S PIZZA OVERSEAS FRANCHISING B.V. AGREEMENT ON DUTCH TAX

AND SOCIAL SECURITY CONTRIBUTIONS

FOR EMPLOYEES ELECTING TO PARTICIPATE IN EXCHANGE PROGRAM

An employer-employee relationship is in effect between [NAME OF EMPLOYEE] (hereinafter to be referred to as the “Employee”) and Domino’s Pizza Overseas Franchising B.V. (hereinafter jointly to be referred to as the “Employer”).

The Employer’s parent company, Domino’s Pizza, Inc., has offered Employee the right to participate in an stock option exchange pursuant to the terms and conditions that are described in the Domino’s Pizza, Inc.’s Offering Memorandum Relating to Our Offer to Exchange Certain Outstanding Options to Purchase Common Stock For Replacement Options to Purchase Common Stock (hereinafter to be referred to as the “Exchange Program”).

If Employee decides to participate in the Exchange Program on or prior to May 4, 2009 (the “Expiration Date of the Exchange Program”), Domino’s Pizza, Inc. will grant the Employee a certain number of stock options over shares of Domino’s Pizza, Inc. common stock (hereinafter to be referred to as “Rights”) under the Domino’s 2004 Equity Incentive Plan. The Rights are granted in exchange for eligible stock options over shares of Domino’s Pizza, Inc. common stock previously granted under the Domino’s 2004 Equity Incentive Plan, as amended (“Exchanged Options”).

On April 14, 2009, the Employer received confirmation of the Dutch Tax Authorities about the consequences of the Exchange Program for Dutch tax and social security purposes. The Dutch Tax Authorities confirmed that no Dutch taxes and/or social security contributions are due in connection with the Exchange Program provided that:

 

(i)

no loss and/or refund is claimed for Dutch wage and/or personal income tax purposes by the Employee and/or the Employer with respect to Exchanged Options that are voluntarily surrendered pursuant to the Exchange Program;

 

(ii)

the full gain derived from exercising of the Rights and issuance of Domino’s common stock deriving from the Exchange Program constitutes taxable wages for both Dutch tax and social security purposes, and

 

(iii)

the Employer informs the competent inspector of the Dutch Tax Authorities about this agreement as soon as possible following the Expiration Date of the Exchange Program by sending him or her a copy of this agreement.

By signing this agreement or otherwise electing to participate in the Exchange Program in accordance with its terms, both the Employer and the Employee unconditionally accept the terms and conditions of the Dutch Tax Authorities’ confirmation of the tax and social security treatment, as described above.

Agreed in                      on                     .

 

Domino’s Pizza Overseas Franchising B.V.				[NAME OF EMPLOYEE]
[OFFICER]				[ADDRESS]
LVN:				Social Security Number: