As filed with the Securities and Exchange Commission on October 11, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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PUMATECH, INC.
(Name of Subject Company (Issuer))
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PUMATECH, INC.
(Name of Filing Person (Offeror))
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Certain Options under
Puma Technology, Inc. 1993
Amended and Restated Stock Option Plan,
and
Puma Technology, Inc. 2000
Supplemental Stock Option Plan, as amended
to Purchase Common Stock, Par Value $.001 per Share, of Pumatech, Inc.
Held by Eligible Option Holders
(Title of Class of Securities)
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*
(CUSIP Number of Class of Securities)
745887109
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copies to:
Kelly Hicks Adele C. Freedman
Chief Financial Officer Paul Graffagnino
Pumatech, Inc. General Counsel Associates LLP
2550 North First Street, Suite 500 1891 Landings Drive
San Jose, CA, 06855 Mountain View, CA 94043
Tel: (408) 321-7650 Tel: (212) 450-4000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
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[_] 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: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.
[_] 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:
[_] 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: [_]
* There is no trading market or CUSIP Number for the options. The CUSIP Number
for the underlying common stock is 745887109.
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Tender Offer Statement") filed with the Securities and
Exchange Commission on September 24, 2001 by Pumatech, Inc., a Delaware
corporation (the "Company"), relating to our offer to exchange options to
purchase shares of our common stock, par value $.001 per share, held by our
current employees and directors and with an exercise price greater than $3.01
per share, for new options to purchase shares of our common stock at a per share
exercise price equal to the fair market value of one share of our common stock
on the date of grant upon the terms and subject to the conditions in the Offer
to Exchange dated September 24, 2001, a copy of which was attached as Exhibit
(a)(1)(A) to the Tender Offer Statement (the "Offer to Exchange") and the
related Letter of Transmittal attached as Exhibit (a)(1)(B) to the Tender Offer
Statement (the "Letter of Transmittal").
ITEM 4. TERMS OF THE TRANSACTION
The information set forth in Exhibit (a)(1)(G) is hereby incorporated by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
The information set forth in Exhibit (a)(1)(G) is hereby incorporated by
reference.
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Exchange dated September 24, 2001.*
(a)(1)(B) Form of Letter of Transmittal.*
(a)(1)(C) Form of Letter to Eligible Option Holders Regarding Offer.*
(a)(1)(D) Form of Optionee Activity Report.*
(a)(1)(E) Form of Notice of Withdrawal of Tender.*
(a)(1)(F) Form of Letter to Tendering Option Holders Regarding Acceptance
of Tendered Options.*
(a)(1)(G) Notice of Amendment to Offer to Exchange.**
(b) Not applicable.
(c) Not Applicable
(d)(1) Pumatech 1993 Amended and Restated Stock Option
Plan, previously filed with the Commission on February 6, 2001
as Exhibit 4.1 to the Company's Registration Statement on
Form S-8, Registration No. 333- 55092, which is incorporated
herein by reference.
(d)(2) Pumatech, Inc. 2000 Supplemental Stock Option Plan, as amended,
previously filed with the Commission on October 27, 2000 as
Exhibit 4.1 to the Company's Registration Statement on Form
S-8, Registration No. 333-48844, which is incorporated herein
by reference.
(d)(3) Forms of award agreement under the Pumatech Amended and
Restated 1993 Stock Option Plan.*
(d)(4) Forms of award agreement under the Pumatech, Inc. 2000 Stock
Option Plan, as amended.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
** Filed herewith.
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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 Schedule TO is true, complete and
correct.
Pumatech, Inc.
/s/ Kelly J. Hicks
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Kelly J. Hicks
Vice President, Operations and
Chief Financial Officer
Date: October 11, 2001
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INDEX TO EXHIBITS
Exhibit Number Description
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(a)(1)(A) Offer to Exchange dated September 24, 2001.*
(a)(1)(B) Form of Letter of Transmittal.*
(a)(1)(C) Form of Letter to Eligible Option Holders Regarding Offer.*
(a)(1)(D) Form of Optionee Activity Report.*
(a)(1)(E) Form of Notice of Withdrawal of Tender.*
(a)(1)(F) Form of Letter to Tendering Option Holders Regarding Acceptance
of Tendered Options.*
(a)(1)(G) Notice of Amendment to Offer to Exchange.**
(b) Not applicable.
(c) Not Applicable
(d)(1) Puma Technology, Inc. 1993 Amended and Restated Stock Option
Plan, previously filed with the Commission on February 6, 2001
as Exhibit 4.1 to the Company's Registration Statement on Form
S-8, Registration No. 333- 55092, which is incorporated herein
by reference.
(d)(2) Puma Technology, Inc. 2000 Supplemental Stock Option Plan, as
amended filed with the Commission on October 27, 2000 as
Exhibit 4.1 to the Company's Registration Statement on Form
S-8, Registration No. 333-48844 which is incorporated herein by
reference.
(d)(3) Forms of award agreement under the Puma Technology, Inc. 1993
Amended and Restated Stock Option Plan.*
(d)(4) Forms of award agreement under the Puma Technology, Inc. 2000
Supplemental Stock Option Plan, as amended.*
(g) Not applicable.
(h) Not applicable.
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*Previously filed.
** Filed herewith.
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