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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
FIREPOND, INC.
(Name of Subject Company (Issuer))
FIREPOND, INC.
(Name of Filing Person (Offeror))
OPTIONS UNDER FIREPOND INC.'S 1997 STOCK PLAN
1999 STOCK OPTION AND GRANT PLAN
1999 DIRECTOR PLAN AND
BRIGHTWARE ACQUISITION STOCK OPTION PLAN
TO PURCHASE COMMON STOCK, PAR VALUE $.01 PER SHARE,
HELD BY CERTAIN OPTION HOLDERS
(Title of Class of Securities)
318224-10-2
(CUSIP Number of Underlying Class of Securities)
copies to:
PAUL K. MCDERMOTT JOHN B. STEELE, ESQ.
CHIEF FINANCIAL OFFICER MCDERMOTT, WILL & EMERY
FIREPOND, INC. 28 STATE STREET
890 WINTER STREET BOSTON, MASSACHUSETTS 02109
WALTHAM, MASSACHUSETTS 02451 (617) 535-4000
(781) 487-8400
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
[ ]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
The filing of this Amendment No. 3 supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") originally filed with the Securities and
Exchange Commission on June 26, 2001, and amended on June 28, 2001, and July 16,
2001 relating to our offer to exchange certain options to purchase shares of our
common stock, par value $.01 per share, for new options to purchase shares of
our common stock upon the terms and subject to the conditions described in the
Offer to Exchange dated June 26, 2001, as amended on June 28, 2001 and July 16,
2001 and the related Letter of Transmittal.
Item 12. Exhibits.
(a)(1) Offer to Exchange dated June 26, 2001.
(2) Form of Letter of Transmittal.
(3) Form of Letter to Eligible Option Holders Regarding Offer.
(4) Form of Letter to Tendering Option Holders Regarding Acceptance of
Tendered Options.
(5) Firepond, Inc. Annual Report on Form 10-K for its fiscal year ended
October 31, 2000, filed with the Securities and Exchange Commission
(the "Commission") on January 29, 2001, and incorporated herein by
reference.
(6) Firepond, Inc. Quarterly Report on Form 10-Q for its fiscal quarter
ended April 30, 2001, filed with the Commission on June 14, 2001, and
incorporated herein by reference.
(7) Form of Announcement of Information at Meetings for Employees.
(8) Form of Memorandum Regarding Supplemental Information for the Stock
Option Exchange Program.
(9) Form of Memorandum Regarding Supplemental Information for the Stock
Option Exchange Program.
(b) Not applicable.
(d)(1) Firepond, Inc. Amended and Restated 1997 Stock Plan.
(2) Firepond, Inc. Amended and Restated 1999 Stock Option and Grant Plan.
(3) Firepond, Inc. Amended and Restated 1999 Director Plan.
(4) Brightware Acquisition Stock Option Plan.
(5) Form of Stock Option Agreement for directors, executive officers and
key employees.
(6) Form of Stock Option Agreement for all other employees.
(g) Not applicable.
(h) Not applicable.
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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. 3 to Schedule TO is true,
complete and correct.
Firepond, Inc.
/s/ Paul K. McDermott
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Paul K. McDermott
Chief Financial Officer
Date: July 20, 2001
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INDEX TO EXHIBITS
Exhibit
Number Description
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(a)(1)*** Offer to Exchange dated June 26, 2001.
(2)*** Form of Letter of Transmittal.
(3)* Form of Letter to Eligible Option Holders Regarding Offer.
(4)* Form of Letter to Tendering Option Holders Regarding Acceptance
of Tendered Options.
(5)* Firepond, Inc. Annual Report on Form 10-K for its fiscal year
ended October 31, 2000, filed with the Securities and Exchange
Commission (the "Commission") on January 29, 2001, and
incorporated herein by reference.
(6)* Firepond, Inc. Quarterly Report on Form 10-Q for its fiscal
quarter ended April 30, 2001, filed with the Commission on June
14, 2001, and incorporated herein by reference.
(7)** Form of Announcement of Information at Meetings for Employees.
(8)*** Form of Memorandum Regarding Supplemental Information for the
Stock Option Exchange Program.
(9) Form of Memorandum Regarding Supplemental Information for the
Stock Option Exchange Program.
(b) Not applicable.
(d)(1)* Firepond, Inc. Amended and Restated 1997 Stock Plan.
(2)* Firepond, Inc. Amended and Restated 1999 Stock Option and Grant
Plan.
(3)* Firepond, Inc. Amended and Restated 1999 Director Plan.
(4)* Brightware Acquisition Stock Option Plan.
(5)*** Form of Stock Option Agreement for directors, executive officers
and key employees.
(6)*** Form of Stock Option Agreement for all other employees.
(g) Not applicable.
(h) Not applicable.
* Previously filed as an exhibit to the Registrant's Schedule TO-I (File No.
5-57803) filed with the Securities and Exchange Commission on June 26,
2001.
** Previously filed as an exhibit to Amendment No. 1 to the Registrant's
Schedule TO-I (File No. 5-57803) filed with the Securities and Exchange
Commission on June 28, 2001.
*** Previously filed as an exhibit to Amendment No. 2 to the Registrant's
Schedule TO-I (File No. 5-57803) filed with the Securities and Exchange
Commission on July 16, 2001.