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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
AMENDMENT NO. 2
(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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TELLIUM, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Common Stock, Par Value $0.001 Per Share,
Having an Exercise Price of $2.14 or More
(Title of Class of Securities)
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87967E 10 7
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
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Harry J. Carr, Chairman and Chief Executive Officer
Tellium, Inc.
2 Crescent Place
Oceanport, New Jersey 07757-0901
(732) 923-4100
(Name, address and telephone number of person
authorized to receive notices and
communications on behalf of filing
person)
Copy to:
Lanae Holbrook
Lawrence R. Bard
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Avenue, NW
Washington, D.C. 20004
(202) 639-7000
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
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$3,863,669 $355.46
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 14,810,195 shares of common stock of Tellium,
Inc. having an aggregate value of $3,863,669 of July 25, 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(b) of the Securities Exchange Act of 1934, as amended, and Fee
Rate Advisory No. 8 of 2002 issued by the Securities and Exchange Commission on
January 16, 2002, equals 0.0092% of the transaction.
[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: $355.46 Form or Registration No.: Schedule TO
Filing party: Tellium, Inc. Date filed: August 1, 2002
[_] 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. 2 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule TO") filed with the Securities and Exchange Commission on
August 1, 2002, as amended by Amendment No. 1 thereto filed with the Securities
and Exchange Commission on August 2, 2002, relating to our offer to exchange
certain options to purchase shares of our common stock, par value $.001 per
share, having an exercise price of $2.14 or more for a combination of share
awards of our common stock and new options to purchase shares of our common
stock upon the terms and subject to the conditions described in the Offer to
Exchange dated August 1, 2002.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended as follows so as to add a
reference to Exhibits (a)(11) and (a)(12), which are attached hereto:
Item 12. Exhibits.
(a)(11) Form of E-mail message to Eligible Option Holders dated
August 21, 2002 regarding the Offer to Exchange.
(a)(12) Form of E-mail message to Eligible Option Holders dated
August 21, 2002 regarding the Offer to Exchange.
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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 Amendment No. 2 to the Schedule TO is
true, complete and correct.
TELLIUM, INC.
/s/ Michael J. Losch
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By: Michael J. Losch
Title: Chief Financial Officer, Secretary
and Treasurer
Date: August 21, 2002
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