SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-C
(RULE 13e-4)
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
BOSTON COMMUNICATIONS GROUP, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.01 Par Value Per Share,
(Title of Class of Securities)
100 582 105
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
E.Y. Snowden
Chief Executive Officer
Boston Communications Group, Inc.
55 Middlesex Turnpike
Bedford, Massachusetts 01730
(781) 904-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
With a copy to:
Michael D. Bain, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
1100 Winter Street, Suite 4650
Waltham, Massachusetts 02451
Telephone: (781) 966-2000
Telecopy: (617) 966-2100
CALCULATION OF FILING FEE
Transaction valuation* | Amount of filing fee* | |
| Not applicable | Not applicable |
| * | No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer. |
| ¨ | 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. |
Amount Previously Paid: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date filed: Not applicable.
| x | 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:¨
| ITEM 12. | EXHIBITS. |
99.1 Memorandum, including “Questions and Answers” summary, distributed via electronic mail to employees of Boston Communications Group, Inc. on May 15, 2006.