===============================================================================
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. 1)
-----------------
CAMINUS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
CERTAIN OPTIONS TO PURCHASE COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
133766 10 5
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
WILLIAM P. LYONS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAMINUS CORPORATION
825 THIRD AVENUE
NEW YORK, NEW YORK 10022
TEL: (212) 515-3600
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
COPY TO:
ANTHONY T. ILER, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 900
LOS ANGELES, CALIFORNIA 90067
TEL: (310) 277-1010
-----------------
CALCULATION OF FILING FEE*
Transaction Valuation Amount of Filing Fee
- --------------------- ----------------------
$289,423 $26.63
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 1,589,223 shares of common stock of Caminus
Corporation will be exchanged pursuant to this offer. The aggregate transaction
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 the transaction value
multiplied by $92 per million dollars of transaction value. The filing fee was
previously paid with the filing of the Schedule TO with the Securities and
Exchange Commission on October 28, 2002.
[ ] 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: Not applicable. Filing Party: Not applicable.
Form or Registration No.: 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: [ ]
===============================================================================
INTRODUCTORY STATEMENT
This Amendment No. 1 to Schedule TO amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on October 28, 2002 relating to our offer to exchange certain
options to purchase shares of our common stock held by eligible option holders
for new options to purchase shares of our common stock upon the terms and
subject to the conditions set forth in the Offer to Exchange, dated October 28,
2002.
ITEM 12. EXHIBITS
(a)(1) Offer to Exchange, dated October 28, 2002.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Letter to Eligible Option Holders Regarding Offer.*
(a)(4) E-mail communication to Caminus Corporation Employees, dated October
28, 2002.*
(a)(5) Form of Notice of Withdrawal of Tender.*
(a)(6) Form of Letter to Tendering Option Holders Regarding Acceptance of
Tendered Options.*
(a)(7) Caminus Corporation Annual Report on Form 10-K for its fiscal year
ended December 31, 2001, filed with the Securities and Exchange
Commission on February 12, 2002 and incorporated herein by reference.
(a)(8) Caminus Corporation Quarterly Report on Form 10-Q for its fiscal
quarter ended June 30, 2002, filed with the Securities and Exchange
Commission on August 14, 2002 and incorporated herein by reference.
(a)(9) Supplement to Offer to Exchange, dated November 12, 2002.
(a)(10) E-mail communication to Caminus Corporation Employees, dated November
12, 2002.
(b) Not applicable.
(d)(1) Caminus Corporation 1999 Stock Incentive Plan, Amendment No. 1
thereto, and Amendment No. 2 thereto, filed as Appendix A to the
Company's Definitive Proxy Statement on Schedule 14A, filed with the
Securities and Exchange Commission on March 22, 2002 and incorporated
herein by reference.
(d)(2) Caminus Corporation 2001 Non-Officer Employee Stock Incentive Plan,
and Amendment No. 1 thereto.*
(g) Not applicable.
(h) Not applicable.
* Previously filed.
-1-
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to Schedule TO
is true, complete and correct.
Date: November 12, 2002 CAMINUS CORPORATION
By: /s/ William P. Lyons
--------------------------------------------
Name: William P. Lyons
Title: President and Chief Executive Officer
-2-
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
(a)(1) Offer to Exchange, dated October 28, 2002.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Letter to Eligible Option Holders Regarding Offer.*
(a)(4) E-mail communication to Caminus Corporation Employees, dated
October 28, 2002.*
(a)(5) Form of Notice of Withdrawal of Tender.*
(a)(6) Form of Letter to Tendering Option Holders Regarding
Acceptance of Tendered Options.*
(a)(7) Caminus Corporation Annual Report on Form 10-K for its fiscal
year ended December 31, 2001, filed with the Securities and
Exchange Commission on February 12, 2002 and incorporated
herein by reference.
(a)(8) Caminus Corporation Quarterly Report on Form 10-Q for its
fiscal quarter ended June 30, 2002, filed with the Securities
and Exchange Commission on August 14, 2002 and incorporated
herein by reference.
(a)(9) Supplement to Offer to Exchange, dated November 12, 2002.
(a)(10) E-mail communication to Caminus Corporation Employees, dated
November 12, 2002.
(b) Not applicable.
(d)(1) Caminus Corporation 1999 Stock Incentive Plan, Amendment
No. 1 thereto, and Amendment No. 2 thereto, filed as
Appendix A to the Company's Definitive Proxy Statement on
Schedule 14A, filed with the Securities and Exchange
Commission on March 22, 2002 and incorporated herein by
reference.
(d)(2) Caminus Corporation 2001 Non-Officer Employee Stock Incentive
Plan, and Amendment No. 1 thereto.*
(g) Not applicable.
(h) Not applicable.
* Previously filed.
-3-