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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO-I/A
(AMENDMENT NO. 1)
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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BINDVIEW DEVELOPMENT CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
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CERTAIN OPTIONS TO PURCHASE COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
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090327 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
(UNDERLYING COMMON STOCK)
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EDWARD L. PIERCE
CHIEF FINANCIAL OFFICER
BINDVIEW DEVELOPMENT CORPORATION
5151 SAN FELIPE, 25TH FLOOR
HOUSTON, TEXAS 77056
(713) 561-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSON)
COPY TO:
ROBERT F. GRAY, JR.
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5151
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
$794,007.09 $64.24
* The "transaction valuation" was calculated solely for purposes of determining
the filing fee. This amount assumes that options to purchase 999,883 shares
of common stock of BindView Development Corporation, having an aggregate
value of $794,007.09 , will be exchanged pursuant to the exchange offer made
December 3, 2002, following the expiration of this rescission offer. The
aggregate value of such options was calculated based on the Black-Scholes
option pricing model. The aggregate value of each option to purchase one
share of Common Stock of BindView Development Corporation is $0.7941. The
filing fee was calculated as $80.90 per $1,000,000 of the aggregate offering
amount, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as
amended by Fee Rate Advisory #11, effective February 25, 2003.
[X] [ ] 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: $64.24
Form or Registration No.: Schedule TO
Filing party: BindView Development Corporation
Date filed: May 30, 2003
[ ] 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. [ ]
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INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Rescission Offer
Statement on Schedule TO filed on May 30, 2003, relating to the exchange offer
effected December 3, 2002 (the "Exchange Offer"), by BindView Development
Corporation to exchange options to purchase shares of our common stock, no par
value per share, held by eligible employees on the terms and subject to the
conditions described in the Offer to Rescind the Exchange of Certain Outstanding
Options for New Options, dated May 30, 2003 (the "Offer to Rescind the
Exchange"), as amended.
ITEM 1. SUMMARY TERM SHEET.
Item 1 of the Schedule TO is hereby supplemented to add the following
sentence:
The information set forth under "Summary Term Sheet" in the Amendment No. 1
to Offer to Rescind the Exchange of Certain Outstanding Options for New
Options ("Amendment No. 1 to Offer to Rescind the Exchange") amending part
of questions 1 and 33 is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 2 of the Schedule TO is hereby supplemented to add the following
sentence:
(b) The information set forth in the Amendment No. 1 to Offer to Rescind
the Exchange amending part of Section 5 ("Acceptance of Options for
Exchange and Issuance of New Options") is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby supplemented to add the following
sentence:
(a) The information set forth in the Amendment No. 1 to Offer to Rescind
the Exchange amending parts of Section 4 ("Withdrawal Rights"),
Section 5 ("Acceptance of Options for Exchange and Issuance of New
Options"), and Section 6 ("Conditions of the Rescission Offer") is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6 of the Schedule TO is hereby supplemented to add the following
sentence:
(b) The information set forth in the Amendment No. 1 to Offer to Rescind
the Exchange amending part of Section 5 ("Acceptance of Options for
Exchange and Issuance of New Options") is incorporated herein by
reference.
ITEM 12. EXHIBITS
(a)(1)* Offer to Rescind the Exchange of Certain Outstanding Options for New
Options, dated May 30, 2003.
(a)(2) Notice to Withdraw from the Offer Form.
(a)(3)* Email to Employees Announcing Offer to Rescind the Exchange.
(a)(4)* Addendum for Employees in India.
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(a)(5)* Confirmation of Election Email to Employees.
(a)(6) BindView Development Corporation Annual Report on Form 10-K for its
fiscal year ended December 31, 2002, filed with the Securities and
Exchange Commission (the "Commission") on March 31, 2003, as amended
on Form 10-K/A filed with the Commission on April 30, 2003, is
incorporated herein by reference.
(a)(7) BindView Development Corporation Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2003, filed with the Commission
on May 15, 2003.
(a)(8) Amendment No. 1 to Offer to Rescind the Exchange of Certain
Outstanding Options for New Options, dated June 30, 2003.
(a)(9) Election Form And Cancellation Agreement.
(a)(10) Form of Email to Employees Announcing Extension of Offer to Rescind
the Exchange.
(a)(11) Form of Email to Eligible Employees of an Amendment to the Offer to
Exchange.
(b) Not applicable.
(d)(1) Incentive to Stock Option Plan (incorporated by reference to Exhibit
10.1 to the Form S-1).
(d)(2) Stock Option Plan (incorporated by reference to Exhibit 10.2 to the
Form S-1).
(d)(3) 1997 Incentive Plan (incorporated by reference to Exhibit 10.3 to
the Form S-1).
(d)(4) Omnibus Incentive Plan, as amended (incorporated by reference to
Exhibit 10.2 to BindView's Annual Report on Form 10-K for the year
ended December 31, 1999.
(g) Not applicable.
(h) Not applicable.
* Previously filed on Schedule TO filed with the Securities and Exchange
Commission on May 30, 2003, and incorporated herein by reference.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
BINDVIEW DEVELOPMENT CORPORATION
By: /s/ Edward L. Pierce
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Edward L. Pierce
Chief Financial Officer
Date: June 30, 2003
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Index to Exhibits
EXHIBIT
NUMBER DESCRIPTION
(a)(1)* Offer to Rescind the Exchange of Certain Outstanding Options for New
Options, dated May 30, 2003.
(a)(2) Notice to Withdraw from the Offer Form.
(a)(3)* Email to Employees Announcing Offer to Rescind the Exchange.
(a)(4)* Addendum for Employees in India.
(a)(5)* Confirmation of Election Email to Employees.
(a)(6) BindView Development Corporation Annual Report on Form 10-K for its
fiscal year ended December 31, 2002, filed with the Securities and
Exchange Commission (the "Commission") on March 31, 2003, as amended
on Form 10-K/A filed with the Commission on April 30, 2003, is
incorporated herein by reference.
(a)(7) BindView Development Corporation Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2003, filed with the Commission
on May 15, 2003.
(a)(8) Amendment No. 1 to Offer to Rescind the Exchange of Certain
Outstanding Options for New Options, dated June 30, 2003.
(a)(9) Election Form And Cancellation Agreement.
(a)(10) Form of Email to Eligible Employees Announcing Extension of Offer to
Rescind the Exchange.
(a)(11) Form of Email to Eligible Employees of an Amendment to the Offer to
Exchange.
(b) Not applicable.
(d)(1) Incentive to Stock Option Plan (incorporated by reference to Exhibit
10.1 to the Form S-1).
(d)(2) Stock Option Plan (incorporated by reference to Exhibit 10.2 to the
Form S-1).
(d)(3) 1997 Incentive Plan (incorporated by reference to Exhibit 10.3 to
the Form S-1).
(d)(4) Omnibus Incentive Plan, as amended (incorporated by reference to
Exhibit 10.2 to BindView's Annual Report on Form 10-K for the year
ended December 31, 1999.
(g) Not applicable.
(h) Not applicable.
* Previously filed on Schedule TO filed with the Securities and Exchange
Commission on May 30, 2003, and incorporated herein by reference.
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