As filed with the Securities and Exchange Commission on March 22, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 3)
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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))
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title Of Class Of Securities)
916706104
(Cusip Number Of Class Of Securities)
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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)
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COPIES TO:
PAUL D. TOSETTI
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$141,733,358 $28,347
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* 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.
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Amount Previously Paid: $28,347 Filing Party: Flipside Acquisition
Form or Registration No.: Schedule TO Corporation and
Flipside, Inc.
Date Filed: February 16, 2001
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/ / 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: /X/
This Amendment No. 3 (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, as amended by Amendment No.
1 filed on March 14, 2001 and Amendment No. 2 filed on March 19, 2001
(collectively, 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.
Items 1, 4, 8 and 11 are hereby amended and supplemented to add the following
information:
"The subsequent offering period to the tender offer expired, as
scheduled, at 5:00 p.m., New York City time on Wednesday, March 21, 2001.
Based on information provided by the Depositary, 42,637,377 Shares were
validly tendered, including guaranteed deliveries, representing approximately
91.8594% of the Company's outstanding Shares. Pursuant to the terms of the
Offer, the Purchaser has accepted for payment, and will promptly pay for, all
Shares validly tendered in the Offer. On March 22, 2001, Flipside issued a
press release announcing the results of the Offer. The full text of
Flipside's press release is attached hereto as Exhibit (a)(1)(11) and
incorporated herein by reference.
The remaining outstanding Shares will be acquired pursuant to a merger
of the Purchaser with and into the Company. No further action is required by the
remaining stockholders of the Company to effect the merger. As a result of the
merger, the remaining outstanding Shares (except for Shares held by the Company,
Flipside or any of its subsidiaries, or by stockholders exercising dissenter's
rights under Delaware law, if available) will be converted into the right to
receive $3.00 in cash, without interest, and the Company will thereby become a
wholly owned subsidiary of Flipside."
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following:
"(a)(1)(11) Press Release issued by Flipside on March 22, 2001."
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
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Name: Scott Tollefsen
Title: Secretary
FLIPSIDE, INC.
By: /s/ Scott Tollefsen
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Name: Scott Tollefsen
Title: Secretary
Dated: March 22, 2001