As filed with the Securities and Exchange Commission on February 27, 2002
----------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
------------------------------------
ADTRAN, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
------------------------------------
Certain Options Under the ADTRAN, Inc. Amended and Restated 1996 Employees
Incentive Stock Option Plan, as Amended, the ADTRAN, Inc. Amended and Restated
1995 Directors Stock Option Plan, as Amended, and the ADTRAN, Inc. 1986 Employee
Incentive Stock Option Plan, as Amended, to Purchase Common Stock, Par Value
$0.01 Per Share, That Have an Exercise Price of $40.00 Per Share or Greater
(Title of Class of Securities)
------------------------------------
00738A 10 6
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
------------------------------------
Mark C. Smith
Chairman of the Board of Chief Executive Officer
ADTRAN, Inc.
901 Explorer Boulevard
Huntsville, Alabama 35806-2807
(256) 963-8000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
------------------------------------
The Commission is requested to mail copies of all orders,
notices and communications to:
James L. North, Esq. Thomas Wardell, Esq.
James L. North & Associates Long Aldridge & Norman LLP
700 Title Building 303 Peachtree Street, Suite 5300
300 21st Street North Atlanta, Georgia 30308
Birmingham, Alabama 35203-3322 (404) 527-4000
(205) 251-0252
------------------------------------
CALCULATION OF FILING FEE
===============================================================================
Transaction Valuation* Amount of Filing Fee**
--------------------- --------------------
- -------------------------------------------------------------------------------
$54,822,416 $10,965
===============================================================================
*Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 1,490,400 shares of common stock of ADTRAN,
Inc. having an aggregate value of $54,822,416 as of January 23, 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 of the Securities Exchange
Act of 1934, as amended, equals 1/50th of one percent of the value of the
transaction.
**Previously paid.
[ ] 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:
Form or Registration No.:
Filing party:
Date filed:
[ ] 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]
2
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on January 28, 2002, relating to an offer by ADTRAN, Inc., a Delaware
corporation ("ADTRAN" or the "Company"), to exchange all options outstanding
under the ADTRAN, Inc. Amended and Restated 1996 Employees Incentive Stock
Option Plan, as amended, the ADTRAN, Inc. Amended and Restated 1995 Directors
Stock Option Plan, as amended, and the ADTRAN, Inc. 1986 Employee Incentive
Stock Option Plan, as amended (collectively, the "Stock Incentive Plans"), to
purchase shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), having an exercise price of at least $40.00 and granted prior
to September 30, 2000, and which are held by option holders who have not
received options after July 23, 2001 (the "Eligible Options"), for new options
(the "New Options") to purchase shares of the Common Stock to be granted under
the Stock Incentive Plans, upon the terms and subject to the conditions
described in the Offer to Exchange and the related Election Form Concerning
Exchange of Stock Options (the "Election Form"). The Election Form and the Offer
to Exchange, as they may be amended from time to time, are together referred to
as the "Offer."
ITEM 4. Terms of the Transaction.
------------------------
Item 10 of the Schedule TO is hereby amended and supplemented to add
the following paragraph (c):
(c) The Offer expired at 9:00 p.m., Central Standard Time, on
Tuesday, February 26, 2002. Pursuant to the Offer, ADTRAN accepted for exchange
options to purchase 1,434,400 shares of Common Stock, representing approximately
96.2% of the options that were eligible to be tendered in the Offer. Upon the
terms and subject to the conditions of the Offer, ADTRAN will grant options to
purchase an aggregate of 1,075,887 shares of Common Stock in exchange for such
tendered options. On or before February 28, 2002, ADTRAN will send each option
holder whose options have been accepted for exchange an acceptance notice,
substantially in the form of Exhibit (a)(1)(J) filed herewith, indicating the
number of shares of Common Stock subject to such holder's options that have been
accepted for exchange, the corresponding number of shares of Common Stock that
will be subject to the options that will be granted to such holders and the
expected time frame for the grant of the new options.
ITEM 12. Exhibits.
--------
Item 12 of the Schedule TO is hereby amended and restated as follows:
(a)(1)(A) Offer to Exchange, dated January 28, 2002*
(a)(1)(B) Form of Election Form Concerning Exchange of Stock
Options*
(a)(1)(C) Form of Letter to Eligible Option Holders*
(a)(1)(D) Email Communication to Eligible Option Holders dated
January 28, 2002*
(a)(1)(E) Press Release dated January 28, 2002 Announcing the Offer*
(a)(1)(F) Form of Email Confirmation of Receipt of Election Form*
(a)(1)(G) Form of Notice of Withdrawal*
(a)(1)(H) Email Communication to Eligible Option Holders dated
February 13, 2002*
(a)(1)(I) Email Communication to Eligible Option Holders dated
February 18, 2002*
3
(a)(1)(J) Form of Acceptance Notice
(b) Not applicable
(d)(1) ADTRAN, Inc. Amended and Restated 1996 Employees Incentive
Stock Option Plan, as amended*
(d)(2) ADTRAN, Inc. Amended and Restated 1995 Directors Stock
Option Plan, as amended*
(d)(3) ADTRAN, Inc. 1986 Employee Incentive Stock Option Plan, as
amended*
(g) Not applicable
(h) Not applicable
-----------------
*Previously filed.
4
SIGNATURES
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.
Dated: February 27, 2002 ADTRAN, Inc.
By: /s/ Mark C. Smith
----------------------------------
Mark C. Smith
Chairman of the Board and
Chief Executive Officer