UNITED STATES
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
MANNATECH, INCORPORATED
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Certain Options to Purchase MTEX Common Stock, par value $0.0001 per Share
(Title of Class of Securities)
563771104
(CUSIP Number of Common Stock Underlying Class of Securities)
______________________
Stephen D. Fenstermacher, Co-Chief Executive Officer and Chief Financial Officer
Mannatech, Incorporated
600 S. Royal Lane, Suite 200
Coppell, Texas 75019
(214) 471-7400
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to
J. Kenneth Menges, Jr., P.C.
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201
(214) 969-2800
______________________
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee |
$1,569,381 | $111.90 |
Introductory Statement
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 16, 2010 (as amended, the “Schedule TO”), relating to an offer by Mannatech, Incorporated (the “Company”) to its employees, directors and consultants to exchange certain outstanding options to purchase shares of the Company’s common stock as described in the Offer to Exchange Certain Outstanding Stock Options for Replacement Options, dated July 16, 2010 (the “Offer to Exchange”).
Only those items amended are reported in this Amendment No. 2. Except as specifically provided in this Amendment No. 2, the information in the Schedule TO remains unchanged.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented by adding the following:
The Exchange Offer expired at 8:00 a.m. Central Time on August 13, 2010. Pursuant to the Offer to Exchange, 784,930 Eligible Options were tendered and accepted by the Company for exchange. The tendered options represent approximately 48.4% of the total stock options eligible for exchange in the Exchange Offer. On August 16, 2010, the Company granted an aggregate of 440,558 Replacement Options in exchange for the Eligible Options surrendered in the Exchange Offer. The exercise price of the Replacement Options is $2.46, which was the closing price of the Company’s common stock on August 16, 2010 as reported by the NASDAQ stock exchange.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.
MANNATECH, INCORPORATED | |||
Dated: August 16, 2010 | By: | /s/ Stephen D. Fenstermacher | |
Stephen D. Fenstermacher Co-Chief Executive Officer and Chief Financial Officer |