As filed with the Securities and Exchange Commission on March 16, 2001
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
-----------------
UPROAR INC.
(Name Of Subject Company (Issuer))
FLIPSIDE ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
FLIPSIDE, INC.
AND
FLIPSIDE, INC.
(Names Of Filing Persons (Offerors))
-----------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title Of Class Of Securities)
916706104
(Cusip Number Of Class Of Securities)
-----------------
SCOTT TOLLEFSEN
SECRETARY
FLIPSIDE, INC.
19840 PIONEER AVENUE
TORRANCE, CALIFORNIA 90503
(310) 793-0600
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Filing Persons)
-----------------
COPIES TO:
PAUL D. TOSETTI
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
--------------------- --------------------
$141,733,358 $28,347
- --------------------------------------------------------------------------------
* Estimated for purposes of calculating the filing fee only. The filing fee
calculation assumes the purchase of 46,112,442 outstanding shares of common
stock of Uproar Inc. at a purchase price of $3.00 per share. The
transaction value also includes the offer price of $3.00 per share less
approximately $2.42 per share (which is the weighted average exercise price
of Uproar's outstanding options which have an exercise price below $3.00)
multiplied by 1,400,609 (which is the number of outstanding Uproar options
which have an exercise price below $3.00). The amount of the filing fee
calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50 of 1% of the transaction value.
/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 filings.
- --------------------------------------------------------------------------------
Amount Previously Paid: $28,347 Filing Party: Flipside Acquisition
Form or Registration No.: Schedule TO Corporation and Flipside, Inc.
Date Filed: February 16, 2001
- --------------------------------------------------------------------------------
/ / 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:
/x/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction to Rule 13a-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: / /
This Amendment No. 1 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission
(the "Commission") on February 16, 2001 (the "Schedule TO") by Flipside
Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of Flipside, Inc. ("Flipside"), a Delaware corporation, and
Flipside relating to the Purchaser's offer to purchase all of the outstanding
shares of common stock of Uproar Inc. (the "Company"), par value $.01 per share
(the "Shares"), at $3.00 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal, copies of which have been filed as Exhibits
(a)(1)(1) and (a)(1)(2), respectively, to the Schedule TO (which are herein
collectively referred to as the "Offer"). The information set forth in the Offer
to Purchase is incorporated herein by reference. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Offer to Purchase or in the Schedule TO.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented by adding
the following paragraph:
"All conditions to the Offer, other than those involving receipt of
necessary government approvals, will be satisfied or waived on or
before the expiration of the Offer."
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 of the Schedule TO is hereby amended and supplemented by adding
the following paragraph:
"Vivendi Universal has loaned Flipside $140 million in connection with
the consummation of the Offer. On March 15, 2001, Flipside executed a
Promissory Note in favor of Vivendi Universal. Pursuant to the terms of
the Promissory Note, interest on the outstanding principal amount
accrues at a rate of LIBOR plus three percent and is paid monthly.
Flipside is to repay the principal amount of $140 million to Vivendi
Universal on or before March 14, 2004. In addition, Flipside has the
right to renew the term of the note for one additional three year
period. A copy of the Promissory Note is attached hereto as Exhibit
(b)(2). No alternative financing plan exists."
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following:
"(b)(2) Promissory Note, dated March 15, 2001, by and between Flipside and
Vivendi Universal."
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
FLIPSIDE ACQUISITION CORPORATION
By: /s/ SCOTT TOLLEFSEN
---------------------------
Name: Scott Tollefsen
Title: Secretary
FLIPSIDE, INC.
By: /s/ SCOTT TOLLEFSEN
---------------------------
Name: Scott Tollefsen
Title: Secretary
Dated: March 15, 2001