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SECURITIES AND EXCHANGE COMMISSION
Amendment No. 3
to
SCHEDULE TO-I
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
RADYNE COMSTREAM INC.
Options to Purchase Common Stock, $.001 Par Value Per Share,
Under the Radyne Comstream Inc. 1996 Incentive Stock Option Plan and
2000 Long-Term Incentive Plan
(Title of Class of Securities)
750611 40 2
(CUSIP Number of Class of Securities)
Garry D. Kline
Chief Financial Officer
Radyne ComStream Inc.
3138 E. Elwood Street
Phoenix, Arizona 85034
(602) 437-9620
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)
Copy to:
Steven D. Pidgeon, Esq.
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-2202
(602) 382-6300
CALCULATION OF FILING FEE
| TRANSACTION VALUATION* | AMOUNT OF FILING FEE** | |||
| $3,179,024.00 | $ | 292.47 | ||
| * | Calculated solely for purposes of determining the filing fee. This amount is calculated on the basis of $2.80, the average of the high and low sales prices of Radyne ComStream’s Common Stock on December 20, 2002, as reported on the Nasdaq National Market, and |
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| assumes that options to purchase 1,135,366 shares of Radyne ComStream’s Common Stock will be exchanged and cancelled pursuant to this Offer. | ||
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, equals $92 for each $1,000,000 of the value of the transaction. |
| x | 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: $292.47 | Filing Party: Radyne ComStream Inc. | |
| Form or Registration No.: Schedule TO-I | Date Filed: December 23, 2002 |
| o | 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 Rules 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:o
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| Introductory Statement | ||||||||
| Item 4. Terms Of The Transaction. | ||||||||
| Item 12 Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
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Introductory Statement
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed by Radyne ComStream Inc. (the “Company”) with the Securities and Exchange Commission on December 23, 2002 (the “Schedule TO”), to report the results of the offer by the Company to eligible option holders to exchange stock options to purchase shares of our common stock, $.001 par value per share, upon the terms and subject to the conditions described in the Offer to Exchange, dated December 23, 2002. The new stock options will be granted by the Company upon the terms and subject to the conditions described in the Offer to Exchange and related Transmittal Letter. The Offer to Exchange and the Letter of Transmittal constitute the “Offer.” This Amendment No. 3 is the final amendment to the Schedule TO.
Item 4. Terms Of The Transaction.
Item 4 is hereby amended and supplemented as follows:
The Offer expired at 12:00 a.m. Eastern Standard Time on January 22, 2003. Pursuant to the Offer to Exchange, the Company accepted for exchange options to purchase an aggregate of approximately 999,615 shares of the Company’s common stock, representing approximately 89% of the shares subject to options that were eligible to be exchanged under the Offer to Exchange. Subject to the terms and conditions of the Offer to Exchange, the Company will grant new options to purchase 557,228 shares of common stock.
Item 12 Exhibits.
| (a) | (1) | Offer to Exchange, dated December 23, 2002* | ||||
| (2) | Form of Letter of Transmittal* | |||||
| (3) | Form of Confirmation to Optionees Electing to Participate in the Offer to Exchange* | |||||
| (4) | Form of Letter to Eligible Option Holders* | |||||
| (5) | The Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on April 1, 2002 and incorporated by reference* | |||||
| (6) | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 15, 2002 and incorporated by reference* | |||||
| (7) | The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 19, 2002 and incorporated by reference* |
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| (8) | The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed with the Securities and Exchange Commission on November 14, 2002 and incorporated by reference* |
| (b) | Not applicable. |
| (d) | (1) | Radyne ComStream Inc. 2000 Long-Term Incentive Plan incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8, as filed with the Commission on July 19, 2000 (File No. 333-41704)* | ||||
| (d) | (2) | Radyne ComStream Inc. 1996 Incentive Stock Option Plan incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8, as filed with the Commission on March 12, 1997 (File No. 333-23159), as amended by an Amendment to 1996 Incentive Stock Option Plan incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8, as filed with the Commission on November 18, 1998 (File No. 333-67469)* |
| (g) | Not applicable. | ||
| (h) | Not applicable. |
| * | Previously filed |
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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 Schedule TO is true, complete and correct.
| Dated: January 27, 2003. | ||||
| RADYNE COMSTREAM INC. | ||||
| By: | /s/ Garry D. Kline Garry D. Kline Chief Financial Officer | |||
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| (a)(1) | Offer to Exchange, dated December 23, 2002* | |
| (a)(2) | Form of Letter of Transmittal* | |
| (a)(3) | Form of Confirmation to Optionees Electing to Participate in the Offer to Exchange.* | |
| (a)(4) | Form of Letter to Eligible Option Holders* | |
| (a)(5) | The Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on April 1, 2002 and incorporated by reference* | |
| (a)(6) | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 15, 2002 and incorporated by reference* | |
| (a)(7) | The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 19, 2002 and incorporated by reference* | |
| (a)(8) | The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed with the Securities and Exchange Commission on November 14, 2002 and incorporated by reference* | |
| (d)(1) | Radyne ComStream Inc. 2000 Long-Term Incentive Plan incorporated by reference to Exhibit 4 to the Company’s Registration Statement, as filed with the commission on July 19, 2000 (File No. 333-41704)* | |
| (d)(2) | Radyne ComStream Inc. 1996 Incentive Stock Option Plan incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8, as filed with the Commission on March 12, 1997 (File No. 333-23159), as amended by an Amendment to 1996 Incentive Stock Option Plan incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8, as filed with the Commission on November 18, 1998 (File No. 333-67469)* |
| * | Previously filed |
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