As filed with the Securities and Exchange Commission on June 11, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ANSWERTHINK, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Certain Options to Purchase Shares of Common Stock Granted Under the
Answerthink, Inc. 1998 Stock Option and Incentive Plan
(Title of Class of Securities)
036916 10 4
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Frank A. Zomerfeld, Esq.
General Counsel
Answerthink, Inc.
1001 Brickell Bay Drive
Suite 3000
Miami, Florida 33131
(305) 375-8005
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)
Copy to:
James E. Showen, Esq.
John B. Beckman, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth St., N.W.
Washington, D.C. 20004-1109
(202) 637-5600
CALCULATION OF FILING FEE
| ||
Transaction valuation* | Amount of filing fee* | |
$8,293,832 | $670.97 | |
* | Calculated solely for purposes of determining the filing fee. This amount assumes that stock options to purchase 4,070,161 shares of common stock of Answerthink, Inc., representing all of the options that are eligible to participate in the offer as described herein, will be exchanged pursuant to this offer. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended,is based on the product of (a) the value of such options calculated based on the Black-Scholes option pricing model as the transaction value ($8,293,832), multiplied by (b) $80.90 per $1,000,000 of the transaction value. |
¨ | 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. |
¨ | 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 1. Summary Term Sheet.
The information set forth under “Summary Term Sheet” in the Offer to Exchange Outstanding Options for Restricted Stock Units dated June 11, 2003 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Answerthink, Inc., a Florida corporation, (the “Company”), and the address of its principal executive offices is 1001 Brickell Bay Drive, Suite 3000, Miami, Florida, 33131. The information set forth in the Offer to Exchange under “Information Concerning Answerthink, Inc.” is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by the Company to its employees to exchange, for compensatory purposes, all Eligible Options (as defined below) for restricted stock units (the “Restricted Stock Units”) that will represent the right to receive shares of common stock of the Company and will be granted under the Answerthink 1998 Stock Option and Incentive Plan (the “Plan”) upon the terms and subject to the conditions described in the Offer to Exchange and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Exchange, as they may be amended from time to time, the “Offer”) The Letter of Transmittal is attached hereto as Exhibit (a)(1)(B). “Eligible Options” means all outstanding options to purchase shares of the Company’s common stock, par value $.001 per share, which have an exercise price per share of $2.80 or more and were granted under the Plan. An option holder is an “Eligible Employee” if he or she (i) holds Eligible Options, (ii) was hired by or before July 4, 2002, (iii) is an active employee of, or on an approved leave of absence from, Answerthink or one of its subsidiaries on both the date of the Offer and the expiration date of the Offer; and (iv) is a senior director, managing director or an executive officer of Answerthink.
As of May 31, 2003, there were Eligible Options to purchase 4,070,161 shares of the Company’s common stock.
The information set forth in the Offer to Exchange under “Summary Term Sheet”, “Number Of Restricted Stock Units; Expiration Date”, “Acceptance of Options for Cancellation; Issuance of Restricted Stock Units”, and “Source and Amount of Consideration; Terms of Restricted Stock Units” is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section “Price Range of Our Common Stock” is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
(a) The information set forth under Item 2(a) above is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Exchange under “Summary Term Sheet”, “Number Of Restricted Stock Units; Expiration Date”, “Procedures; Acceptance of Options”, “Withdrawal Rights”, “Acceptance of Options for Cancellation; Issuance of Restricted Stock Units”, “Conditions of the Offer”, “Source and Amount of Consideration; Terms of Restricted Stock Units”, “Status of Options Accepted for Cancellation by Us in the Offer; Accounting Consequences of the Offer”, “Legal Matters; Regulatory Approvals”, “Material U.S. Tax Consequences”, and “Extension of Offer; Termination; Amendment” is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under “Purpose of the Offer” is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under “Acceptance of Options for Cancellation; Issuance of Restricted Stock Units” and “Status of Options Accepted for Cancellation by Us in the Offer; Accounting Consequences of the Offer” is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under “Purpose of the Offer” is incorporated herein by reference.
Item 7. Source and Amount of Funds and Other Consideration.
(a) The information set forth in the Offer to Exchange under “Status of Options Accepted for Cancellation by Us in the Offer; Accounting Consequences of the Offer” and “Fees and Expenses” is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under “Conditions of the Offer” is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
Item 8. Interests in Securities of the Subject Company.
(a) The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Not applicable.
(b) Not applicable.
Item 10. Financial Statements.
(a) The information set forth in the Offer to Exchange under “Information About Answerthink” and “Additional Information”, and on pages 22 through 43 of the Company’s Annual Report on Form 10-K for the fiscal year for the fiscal year ended January 3, 2003, and pages 3 through 9 in the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2003, is incorporated herein by reference.
(b) Not applicable.
Item 11. Additional Information.
(a) The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” and “Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(b) Not applicable.
Item 12. Exhibits.
(a) | (1 | ) | (A | ) | Offer to Exchange dated June 11, 2003. | |||
(B | ) | Form of Letter of Transmittal. | ||||||
(C | ) | Form of Notice of Withdrawal. | ||||||
(D | ) | Form of Letter to Eligible Option Holders Regarding Offer. | ||||||
(E | ) | Cover Letter Regarding Offer. | ||||||
(F | ) | Answerthink, Inc. Annual Report on Form 10-K for its fiscal year ended January 3, 2003, filed with the Securities and Exchange Commission on March 31, 2003 and incorporated herein by reference. | ||||||
(G | ) | Answerthink, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended April 4, 2003, filed with the Securities and Exchange Commission on May 16, 2003 and incorporated herein by reference. | ||||||
(H | ) | Answerthink, Inc. Definitive Proxy Statement on Schedule 14A for the Answerthink, Inc. 2003 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 7, 2003 and incorporated herein by reference. | ||||||
(b) | Not applicable. | |||||||
(d) | (1 | ) | Form of Restricted Stock Unit Agreement. | |||||
(2 | ) | Answerthink, Inc. 1998 Stock Option and Incentive Program, previously filed with the Commission as Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (333-48123) on May 7, 1998, and incorporated herein by reference. | ||||||
(g) | Not applicable. | |||||||
(h) | Not applicable. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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.
Answerthink, Inc. | ||
/s/ Ted A. Fernandez | ||
Ted A. Fernandez Chairman and Chief Executive Officer |
Date: June 11, 2003
INDEX TO EXHIBITS
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |
(a)(1)(A) | Offer to Exchange dated June 11, 2003. | |
(a)(1)(B) | Form of Letter of Transmittal. | |
(a)(1)(C) | Form of Notice of Withdrawal. | |
(a)(1)(D) | Form of Letter to Eligible Option Holders Regarding Offer. | |
(a)(1)(E) | Cover Letter Regarding Offer. | |
(a)(1)(F) | Answerthink, Inc. Annual Report on Form 10-K for its fiscal year ended January 3, 2003, filed with the Securities and Exchange Commission on March 31, 2003 and incorporated herein by reference. | |
(a)(1)(G) | Answerthink, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended April 4, 2003, filed with the Securities and Exchange Commission on May 16, 2003 and incorporated herein by reference. | |
(a)(1)(H) | Answerthink, Inc. Definitive Proxy Statement on Schedule 14A for the Answerthink, Inc. 2003 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 7, 2003 and incorporated herein by reference. | |
(b) | Not applicable. | |
(d)(1) | Form of Restricted Stock Unit Agreement. | |
(d)(2) | Answerthink, Inc. 1998 Stock Option and Incentive Program, previously filed with the Commission as Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (333-48123) on May 7, 1998 and incorporated herein by reference. | |
(g) | Not applicable. | |
(h) | Not applicable. |