SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Tucows Inc.

(Name of Subject Company (Issuer))

Tucows Inc.

(Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, no par value per share

(Title of Class of Securities)

898697206

(CUSIP Number of Class of Securities)

Elliot Noss
Tucows Inc.
96 Mowat Avenue
Toronto, Ontario M6K 3M1
(416) 535-0123

(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Joanne Soslow, Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000

CALCULATION OF FILING FEE

*

Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of 432,432 shares of common stock, no par value per share, at the maximum tender offer price of $18.50 per share in cash.

þ

Check the 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.

o

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

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

o

third-party tender offer subject to Rule 14d-1.

x

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

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: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision relied upon:

o

Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

o

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

 

 

This Amendment No. 1 (“Amendment No. 1”) amends the Tender Offer Statement on Schedule TO (the “Schedule TO”), filed by Tucows Inc., a Pennsylvania corporation (“Tucows”), with the Securities and Exchange Commission (the “SEC”) on December 8, 2014, which relates to the tender offer by Tucows to purchase shares of its common stock, no par value per share, or such fewer number of shares as are property tendered and not properly withdrawn, having an aggregate purchase price of no more than $8.0 million. Tucows is offering to purchase these shares at a price not in excess of $18.50 nor less than $16.50 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Tucows’ offer is made on the terms and subject to the conditions set forth in the Offer to purchase, dated December 8, 2014, as amended herein by the Amended Offer to Purchase, dated December 23, 2014, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer.

This Amendment No. 1 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extend specifically provided herein, all terms of the offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 1 by reference.

Item 4. Terms of the Transaction.

(a) Material Terms.  Item 4 of Schedule TO is hereby amended and supplemented as follows:

Condition (10) on page 14 under Section 7 of the Offer to Purchase (“Conditions of Our Offer”) is deleted in its original form and the following sentence is inserted in its place:

“changes or events occur in our or our subsidiaries’ business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), income, operations, licenses, results of operations, future business prospects or stock ownership that are not within our control and that, in our reasonable judgment, have a material adverse effect on our business or prospects, the ownership of our shares or the benefits to us of the Offer.”

Item 11. Additional Information.

(b) Other Material Information.  Item 11(b) of the Schedule TO is hereby amended and supplemented with the following:

The information in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is being amended and/or supplemented by the Amended Offer to Purchase, dated December 23, 2014, filed herewith as Exhibit (a)(1)(A), and the related Amended Letter of Transmittal, filed herewith as Exhibit (a)(1)(B), and is incorporated herein by reference.

 

 

Item 12. Exhibits.

*

Incorporated by reference to the relevant exhibit to the Tender Offer Statement on Schedule TO filed by Tucows Inc. with the Securities and Exchange Commission on December 8, 2014.

 

 

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.

/s/ MICHAEL COOPERMAN

Michael Cooperman
Chief Financial Officer
 
December 23, 2014

 

 

EXHIBIT INDEX

*

Incorporated by reference to the relevant exhibit to the Tender Offer Statement on Schedule TO filed by Tucows Inc. with the Securities and Exchange Commission on December 8, 2014.