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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. 1)
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. 1 supplements the Tender Offer
Statement on Schedule TO (the "Schedule TO") filed with the Securities and
Exchange Commission on June 26, 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, and the
related Letter of Transmittal.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended to add a reference to
Exhibit (a)(7), which is attached hereto, as follows:
(a)(7) Form of Announcement of Informational Meetings for Employees.
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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. 1 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: June 28, 2001
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(7) Form of Announcement of Informational Meetings for Employees.