Ibasis SC TO-I/A Issuer tender offer statement (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

(Amendment No. 1)

UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

iBasis, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

450732-10-2

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Mark S. Flynn

Chief Legal Officer & Corporate Secretary

iBasis, Inc.

20 Second Avenue

Burlington, Massachusetts 01803

(781) 505-7500

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing person)

With a Copy to:

Michael L. Fantozzi, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky  and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

(617) 542-6000

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$   3,020,931	$   92.74

*  Calculated solely for purposes of determining the filing fee.  This amount assumes that options to purchase 371,990 shares of common stock of iBasis, Inc. having an aggregate value of $3,020,931 as of June 30, 2007 will be accepted for amendment pursuant to offer.  The aggregate value of such options was calculated based on the Black-Scholes option pricing model.

**  The amount of the filing fee, calculated in accordance with Section 13(e) of the Securities Exchange Act of 1934, as amended, equals $30.70 per million of the transaction valuation.  The transaction value set forth above was calculated for the sole purpose of determining the filing fee, and should not be used for any other purpose.

xCheck 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:	$92.74	Filing party:	iBasis, Inc.
Form or Registration No.:	005-57187	Date filed:	July 13, 2007

oCheck 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:

othird party tender offer subject to Rule 14d-1.

xissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment 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:  o

INTRODUCTORY STATEMENT

This Amendment No. 1 to Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission on July 13, 2007, in connection with the offer (the “Offer”) by iBasis, Inc. (the “Company”) to certain eligible employees to amend certain portions of certain options in order to limit the potential adverse personal tax consequences that may apply to these stock options under Section 409A of the Internal Revenue Code of 1986, as amended, and the related regulations issued by the U.S. Internal Revenue Service thereunder.  This Amendment No. 1 is being filed to file as an exhibit to the Schedule TO a presentation to eligible employees at employee meetings regarding the Offer.  Except as amended and supplemented hereby, all terms of the Offer and all disclosure set forth in the Schedule TO and the exhibits thereto remain unchanged.

ITEM 12.EXHIBITS

Item 12 to the Schedule TO is hereby amended and restated as follows:

Exhibit
Number	Description
(a)(1)(a)*	Offer to Amend Certain Options, dated July 13, 2007.
(a)(1)(b)*	Memorandum to Eligible Option Holders from Ofer Gneezy, dated July 13, 2007.
(a)(1)(c)*	Form of Election Form.
(a)(1)(d)*	Form of Withdrawal Form.
(a)(1)(e)*	Form of Addendum.
(a)(1)(f)*	Form of Promise to Make Cash Payment.
(a)(1)(g)*	Forms of Confirmation E-mails.
(a)(1)(h)*	Forms of Reminder E-mail Communications to Employees.
(a)(1)(i)*	Form of Amendment to Stock Option Agreements.
(a)(1)(j)	Employee Presentation Materials.
(a)(1)(k)*	E-mail to Stock Option Plan Participants subject to U.S. Taxation from Ofer Gneezy, dated July 13, 2007.
(d)(1)*	The iBasis, Inc. Amended and Restated 1997 Stock Incentive Plan (previously filed with the Securities and Exchange Commission as Appendix A to, and incorporated herein by reference from, the Company’s Proxy Statement, filed on April 13, 2005).
(d)(2)*	Amendment to Amended and Restated 1997 Stock Incentive Plan.
(d)(3)*	Form of Incentive Stock Option Agreement Pursuant to the iBasis, Inc. Amended and Restated 1997 Stock Incentive Plan, as amended (previously filed with the Securities and Exchange Commission as Exhibit (d)(2) to, and incorporated herein by reference from, the Company’s Schedule TO/A, filed on December 18, 2002).

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(d)(4)* Form of Nonqualified Stock Option Agreement Pursuant to the iBasis, Inc. Amended and Restated 1997 Stock Incentive Plan, as amended.

* Previously filed with the Schedule TO filed with the SEC on July 13, 2007, and incorporated herein by reference.

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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 Amendment No. 1 to Schedule TO is true, complete and correct.

	iBasis, Inc.
	By:	/s/ Mark S. Flynn
		Mark S. Flynn
		Chief Legal Officer and Corporate Secretary
Date: July 18, 2007

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EXHIBIT INDEX

The Index of Exhibits to the Schedule TO is hereby amended and restated as follows:

Exhibit
Number	Description
(a)(1)(a)*	Offer to Amend Certain Options, dated July 13, 2007.
(a)(1)(b)*	Memorandum to Eligible Option Holders from Ofer Gneezy, dated July 13, 2007.
(a)(1)(c)*	Form of Election Form.
(a)(1)(d)*	Form of Withdrawal Form.
(a)(1)(e)*	Form of Addendum.
(a)(1)(f)*	Form of Promise to Make Cash Payment.
(a)(1)(g)*	Forms of Confirmation E-mails.
(a)(1)(h)*	Forms of Reminder E-mail Communications to Employees.
(a)(1)(i)*	Form of Amendment to Stock Option Agreements.
(a)(1)(j)	Employee Presentation Materials.
(a)(1)(k)*	E-mail to Stock Option Plan Participants subject to U.S. Taxation from Ofer Gneezy, dated July 13, 2007.
(d)(1)*	The iBasis, Inc. Amended and Restated 1997 Stock Incentive Plan (previously filed with the Securities and Exchange Commission as Appendix A to, and incorporated herein by reference from, the Company’s Proxy Statement, filed on April 13, 2005).
(d)(2)*	Amendment to Amended and Restated 1997 Stock Incentive Plan.
(d)(3)*	Form of Incentive Stock Option Agreement Pursuant to the iBasis, Inc. Amended and Restated 1997 Stock Incentive Plan, as amended (previously filed with the Securities and Exchange Commission as Exhibit (d)(2) to, and incorporated herein by reference from, the Company’s Schedule TO/A, filed on December 18, 2002).
(d)(4)*	Form of Nonqualified Stock Option Agreement Pursuant to the iBasis, Inc. Amended and Restated 1997 Stock Incentive Plan, as amended.

* Previously filed with the Schedule TO filed with the SEC on July 13, 2007, and incorporated herein by reference.

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