SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Apropos Technology, Inc.
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(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Shares, Par Value $0.01 Per Share
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(Title of Class of Securities)
n/a*
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(Cusip Number of Class of Securities)
Kevin G. Kerns
President and Chief Executive Officer
Apropos Technology, Inc.
One Tower Lane, 28th Floor
Oakbrook Terrace, Illinois 60181
(630) 472-9600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
Copies to:
Grant A. .Bagan
John P. Tamisiea
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
(312) 372-2000
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
$3,927,000 $785.40
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Calculated solely for purposes of determining the filing fee. This
amount assumes that options to purchase common shares of Apropos Technology,
Inc. having an aggregate value of $3,927,000 as of May 23, 2001 will be
exchanged and/or cancelled 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.
[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: $785.40
Form or Registration No.: Schedule TO filed on May 29, 2001.
Filing Party: Not Applicable.
Date Filed: Not Applicable.
[ ] 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:
[ ] 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: [X]
* There is no trading market or CUSIP Number for the options. The CUSIP
Number for the underlying common stock is 038334108.
A total of 73 employees elected to participate in the exchange program.
Those 73 employees tendered a total of options to purchase 639,000 common shares
of Apropos Technology, Inc. in return for promises to grant new options on the
grant date of December 28, 2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to Schedule TO is true,
complete and correct.
APROPOS TECHNOLOGY, INC.
By: /s/ Francis J. Leonard
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Its: Chief Financial Officer
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Date: June 27, 2001