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
PROXIM CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
744283 20 1
(CUSIP Number of Class of Securities Underlying Common Stock)
Kevin J. Duffy
President and Chief Executive Officer
Proxim Corporation
935 Stewart Drive
Sunnyvale, CA 94085
(408) 731-2700
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
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Copies to: Richard J. Tallman General Counsel and Secretary 935 Stewart Drive Sunnyvale, CA 94085 (408) 731-2700 | And copies to: Robert G. Day Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 93404 (650) 493-9300 |
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee | |
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Not Applicable | Not Applicable | |
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- Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communications.
o 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: Form or Registration No.: Filing party: Date filed: | Not applicable. Not applicable. Not applicable. Not applicable. |
ý 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:
o third party tender offer subject to Rule 14d-1.
ý 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: o
This filing relates solely to a preliminary communication made before the commencement of an anticipated voluntary stock option re-pricing program (the "Option Exchange") by Proxim Corporation ("Proxim"). The following description of the Company's intention to reprice certain of its outstanding stock options was sent on March 22, 2005, by electronic mail from Kevin Duffy, President and Chief Executive Officer of Proxim, to Proxim employees as part of a general business update to employees. Only the portions of the update related to the exchange of Company stock options are set forth herein.
TEXT OF EMAIL SENT TO PROXIM EMPLOYEES ON MARCH 22, 2005:
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On March 22, 2005 we filed our preliminary Proxy Statement asking our shareholders to approve a re-price of all outstanding employee held stock options. The Proxy can be reviewed at our website in the SEC Filings section under Investor Relations. The Proxy includes other major initiatives, namely the re-election of members of our Board of Directors, establishment of a new unified Equity Incentive Plan for the company and an initial reserve of shares for issuance to our employees under this Plan, the reserve of additional shares for issuance under our Employee Stock Purchase Plan and the reappointment of PriceWaterhouseCoopers as our auditors. |
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Neither Proxim's preliminary proxy statement nor the above communication constitutes an offer to holders of options to purchase Company Common Stock to exchange or otherwise tender their options. In the event that the Company's stockholders approve the Option Exchange, the Company will commence the Option Exchange at such time as determined in the discretion of the Company's Compensation Committee.
At the time the Option Exchange is commenced, the Company will provide option holders who are eligible to participate in the Option Exchange with written materials explaining the precise terms and timing of the Option Exchange. Persons who are eligible to participate in the Option Exchange should read these written materials carefully when they become available because they will contain important information about the Option Exchange. The Company also will file these written materials with the Securities and Exchange Commission as part of a tender offer statement upon the commencement of the Exchange. Company stockholders and option holders will be able to obtain these written materials and other documents filed by the Company with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission's ("Commission") website at www.sec.gov.