1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
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. 4)
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: [X]
================================================================================
2
INTRODUCTORY STATEMENT
This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule TO, as amended (the "Schedule TO"), filed with the Securities and
Exchange Commission on June 26, 2001, to report the results of 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 at a per share
exercise price equal to the fair market value of one share of our common stock
on the date of issuance upon the terms and subject to the conditions in the
Offer to Exchange dated June 26, 2001 (as amended and supplemented, the "Offer
to Exchange") and the related Letter of Transmittal, as amended.
ITEM 4
Item 4 of the Schedule TO is hereby amended and supplemented to add the
following:
The Offer expired at 12:00 midnight, Eastern time, on Wednesday, July 25,
2001. Pursuant to the Offer, we accepted for exchange 7,179,285 options to
purchase our common stock, representing 79% of the options that were eligible to
be tendered in the Offer, as of June 26, 2001. Subject to the terms and
conditions of the Offer, we will grant options to purchase an aggregate of
5,384,348 shares of our common stock in exchange for such tendered options. We
will promptly send each option holder whose options have been accepted for
exchange a letter, substantially in the form of Exhibit (a)(4) as previously
filed, indicating the number of shares subject to such holder's options that
have been accepted for exchange, the corresponding number of shares of common
stock that will be subject to the options that will be granted to such holders
and the expected grant date of the new options.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 4 to Schedule TO is true,
complete and correct.
Firepond, Inc.
/s/ Paul K. McDermott
-----------------------------------
Paul K. McDermott
Chief Financial Officer
Date: August 1, 2001
4
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
(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.
**** Previously filed as an exhibit to Amendment No. 3 to the Registrant's
Schedule TO-I (File No. 5-57803) filed with the Securities and Exchange
Commission on July 20, 2001.