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Exhibit (a)(8)
[LEXENT LETTERHEAD]
September 26, 2001
Dear Option Holder:
On behalf of Lexent Inc. (the "Company"), I am writing to advise you of
the results of the Company's recent Offer to Exchange (the "Offer") certain
outstanding options granted under the Lexent Inc. and its Subsidiaries Amended
and Restated Stock Option and Restricted Stock Purchase Pan (as amended through
May 3, 2001) with an exercise price of $13.50 or more. All capitalized terms
used in this letter which are not defined herein will have the meanings
previously given to those terms in the Letter of Transmittal (the "Letter of
Transmittal") accompanying the Company's Offer to Exchange dated August 17,
2001, as amended.
The Offer expired at midnight, New York, New York time on Friday,
September 21, 2001. Promptly following the expiration of the Offer and pursuant
to the terms and conditions of the Offer to Exchange, the Company accepted for
exchange all Eligible Options tendered to it covering a total of 1,788,700
shares of Common Stock and cancelled all such Eligible Options. The Company has
accepted for exchange and cancelled the number of Eligible Options tendered by
you equal to the number of shares set forth on Attachment A to this letter.
In accordance with the terms and subject to the terms and conditions of
this Offer, you will have the right to receive a new option for each cancelled
option equal to the number of option shares set forth on Attachment A, as
adjusted for any stock splits, stock dividends and similar events. Also, in
accordance with the terms of the Offer, the terms and conditions of the new
option will be substantially the same as the terms and conditions of the options
you tendered for exchange, except as specified in the Offer and will include the
following terms:
- the per share exercise price under the new option will equal the
last reported sale price of the Common Stock on the Nasdaq National
Market on the day prior to the date the Company grants the new
option; and
- the new options will vest as if the tendered options had not been
cancelled. Any shares that were fully vested on the date that
options tendered for exchange are cancelled will be fully vested.
Any unvested shares on the date the options are cancelled that would
have been fully vested on the date the new options are granted will
be fully vested. All remaining unvested options will have a vesting
schedule that is equivalent to what would have been in place had the
cancelled options remained in effect.
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In accordance with the terms of the Offer, the Company will grant you the
new option on or about March 25, 2002. At that time, as described in the Offer
to Exchange, you may go to the AST StockPlan website and accept your grant of
new options.
In accordance with the terms of the Offer and as provided in the Plan, you
must be an employee of the Company or one of its subsidiaries from the date you
tendered your options through the new option grant date in order to receive your
new option. If you do not remain an employee, you will not receive a new option
or any other consideration for the options tendered by you and cancelled by the
Company.
If you have any questions about your rights in connection with the grant
of the new option, please contact Heather Sisler, Manager of Corporate Services
at telephone: (212) 981-9429; facsimile: (212) 981-9417 or e-mail:
hsisler@lexent.net.
Sincerely,
Heather A. Sisler
Manager of Corporate Services
Attachment
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ATTACHMENT A
((FirstName)) ((LastName))
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Grant Number Number of Option Exercise Price Date of Acceptance
Shares Subject to of Tendered Old of Tender
Tendered Old Option Accepted
Option Accepted for Exchange
for Exchange
((GrantNo)) ((Shares)) ((Price)) September 24, 2001
Number of Option Shares subject to new options
to be granted to you on or about March 25, 2002: ((Shares))