SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 13e-4)
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
VIRAGE, 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)
92763Q-10-6
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
ALFRED J. CASTINO
VICE PRESIDENT, FINANCE
AND CHIEF FINANCIAL OFFICER
VIRAGE, INC.
177 BOVET ROAD, SUITE 520
SAN MATEO, CALIFORNIA 94402
(650) 573-3210
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing person)
COPIES TO:
MARK A. BERTELSEN, ESQ.
JOSE F. MACIAS, ESQ.
MELISSA V. HOLLATZ, ESQ.
VALERIE T. HO, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$4,210,000 $842
* Calculated solely for purposes of determining the filing fee. This
amount assumes that options to purchase 2,760,250 shares of common
stock of Virage, Inc. having an aggregate value of $4,210,000 as of
January 1, 2002 will be exchanged pursuant to this 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 Rule 0-11(b) of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the transaction.
** Previously paid.
[X] 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: $842
Form or Registration No.: Schedule TO
Filing party: Virage, Inc.
Date filed: January 7, 2002
[ ] Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes 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: [ ]
INTRODUCTORY STATEMENT
This Amendment No. 2 amends the Tender Offer Statement on Schedule TO
filed by Virage, Inc. (the "Company") with the Securities and Exchange
Commission (the "SEC") on January 7, 2002, as amended by Amendment No. 1 to the
Tender Offer Statement on Schedule TO filed by the Company with the SEC on
January 24, 2002, (the "Schedule TO"), relating to an offer by the Company to
exchange certain outstanding options to purchase shares of the Company's common
stock held by eligible employees and eligible executive officers of the Company
for new options to purchase shares of the Company's common stock, as set forth
in the Schedule TO and this Amendment No. 2. This exchange offer will occur upon
the terms and subject to the conditions described in (1) the Offer to Exchange
filed as Exhibit (a)(1)(A) to the Schedule TO, (2) the Memorandum from Alfred J.
Castino, dated January 7, 2002 and filed as Exhibit (a)(1)(B) to the Schedule
TO, (3) the Election Form filed as Exhibit (a)(1)(C) to the Schedule TO, (4) the
Notice to Withdraw from the Offer filed as Exhibit (a)(1)(D) to the Schedule TO
and (5) the form of Promise to Grant Stock Option(s) filed as Exhibit (a)(1)(E)
to the Schedule TO.
This Amendment No. 2 amends the Schedule TO as follows:
(1) The last bullet point in Section 7 of the Offer to Exchange is amended
and restated as follows:
- any material and adverse change or changes shall have occurred
in Virage's business, condition, assets, income, operations,
prospects or stock ownership that, in our reasonable judgment,
will materially impair the contemplated benefits of the offer
to Virage.
ITEM 12. EXHIBITS.
(a) (1)(A)* Offer to Exchange, dated January 7, 2002.
(B)* Memorandum from Alfred J. Castino, dated January 7, 2002.
(C)* Election Form.
(D)* Notice to Withdraw from the Offer.
(E)* Form of Promise to Grant Stock Option(s).
(F)** Virage, Inc. Annual Report on Form 10-K for its fiscal
year ended March 31, 2001, filed with the Securities and Exchange Commission on
June 20, 2001 and incorporated herein by reference.
(G)*** Virage, Inc. Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001, filed with the Securities and Exchange
Commission on November 9, 2001 and incorporated herein by reference.
(b) Not applicable.
(d) (1)* Virage, Inc. 1997 Stock Option Plan, as amended, and form of
agreement thereunder.
(2)* Virage, Inc. 1997 Stock Option Plan Prospectus.
(g) Not applicable.
(h) Not applicable.
* Previously filed as an exhibit to the Schedule TO filed by Virage, Inc.
on January 7, 2002, as amended by Amendment No. 1 to the Schedule TO
filed on January 24, 2002.
** Previously filed with the Securities and Exchange Commission on June
20, 2001.
*** Previously filed with the Securities and Exchange Commission on
November 9, 2001.
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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.
VIRAGE, INC.
By: /s/ ALFRED J. CASTINO
----------------------------------
Name: Alfred J. Castino
Title: Vice President, Finance and
Chief Financial Officer
Date: January 29, 2002
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INDEX TO EXHIBITS
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a) (1)(A)* Offer to Exchange, dated January 7, 2002.
(a) (1)(B)* Memorandum from Alfred J. Castino, dated January 7, 2002.
(a) (1)(C)* Election Form.
(a) (1)(D)* Notice to Withdraw from the Offer.
(a) (1)(E)* Form of Promise to Grant Stock Option(s).
(a) (1)(F)** Virage, Inc. Annual Report on Form 10K for its fiscal year
ended March 31, 2001, filed with the Securities and Exchange
Commission on June 20, 2001 and incorporated herein by
reference.
(a) (1)(G)*** Virage, Inc. Quarterly Report on Form 10Q for the quarter
ended September 30, 2001, filed with the Securities and
Exchange Commission on November 9, 2001 and incorporated
herein by reference.
(d) (1)* Virage, Inc. 1997 Stock Option Plan, as amended, and form of
agreement thereunder.
(d) (2)* Virage, Inc. 1997 Stock Option Plan Prospectus.
* Previously filed as an exhibit to the Schedule TO filed by Virage, Inc.
on January 7, 2002, as amended by Amendment No. 1 to the Schedule TO
filed on January 24, 2002.
** Previously filed with the Securities and Exchange Commission on June
20, 2001.
*** Previously filed with the Securities and Exchange Commission on
November 9, 2001.