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(Name of Subject Company (issuer))
(Name of Filing Person (offeror))
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
(Name, Address and Telephone Number of Person Authorized to Receive Notices
Michael S. Duffey
Copies to:
David B. Braun, Esq.
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee | |
| $5,828,399 | $536.21** | |
| * | Calculated solely for the purpose of determining the filing fee. This assumes that options to purchase 5,203,162 shares of common stock of Covansys Corporation as of October 29, 2002 will be exchanged in this offer. The amount of filing fee is calculated in accordance with the Securities and Exchange Commission Fee Rate Advisory 6. |
| ** | Previously paid. |
| o | 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 | Filing Party: Not Applicable | |
| Form or Registration No.: Not Applicable | Date Filed: Not Applicable |
| o | Check 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. x
| SCHEDULE TO TENDER OFFER STATEMENT | ||||||||
| SIGNATURE | ||||||||
| INDEX TO EXHIBITS | ||||||||
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Item 3. Identity and Background of Filing Person
This Amendment No. 3 and Final Amendment to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on October 29, 2002, relating to our offer to exchange options to purchase shares of our common stock, no par value, held by employees for new options to purchase shares of our common stock at an exercise price equal to the fair market value of one share of our common stock on the date of issuance upon the terms and subject to the conditions in the Offer to Exchange dated October 29, 2002 (as amended and supplemented, the “Offer to Exchange”) and the related Letter of Transmittal.
Item 4. Terms of the Transaction
Item 4 is hereby amended and supplemented as follows:
The Offer expired on December 13, 2002 and the Company has accepted for exchange pursuant to the Offer, Options to purchase an aggregate of 2,590,527 shares of Common Stock. Subject to the terms and conditions of the Offer to Exchange, the Company will grant New Options to purchase shares of Common Stock in exchange for the Options accepted for exchange.
Item 12. Exhibits
| (a) | (1) Offer to Exchange* (2) Form of Letter of Transmittal* (3) Form of Letter to Eligible Option Holders* (4) General Questions about the Program* (5) Form of Second Letter to Eligible Option Holders* (6) Form of Third Letter to Eligible Option Holders* |
(b) Not applicable
(d) 1996 Covansys Stock Option Plan filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Commission file number 333-58205) and incorporated herein by reference.
(g) Not applicable
(h) Not applicable
Item 13. Information Required by Schedule 13E-3
(a) Not applicable
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct.
| COVANSYS CORPORATION | |
| /s/ MICHAEL S. DUFFEY | |
| Name: Michael S. Duffey | |
| Title: Chief Financial Officer | |
| Date: December 19, 2002 | |
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| Exhibit No. | Description | |||
| 99a(1) | * | Offer to Exchange | ||
| 99a(2) | * | Form of Letter of Transmittal | ||
| 99a(3) | * | Form of Letter to Eligible Option Holders | ||
| 99a(4) | * | General Questions about the Program | ||
| 99a(5) | * | Second Letter to Eligible Option Holders | ||
| 99a(6) | * | Third Letter to Eligible Option Holders | ||
| (b) | Not applicable | |||
| (d) | 1996 Covansys Stock Option Plan filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Commission File No. 333-58205) and incorporated herein by reference. | |||
| (g) | Not applicable | |||
| (h) | Not applicable | |||
| * | Filed Previously |