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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 - Final Amendment)
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FRONTSTEP, INC.
(Name of Subject Company (Issuer))
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Frontstep, Inc.
(Name of Filing Person (Offeror))
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Options to Purchase Common Shares, No Par Value, under the Frontstep, Inc.
Non-Qualified Stock Option Plan for Key Employees and the
Frontstep, Inc. 1999 Non-Qualified Stock Option Plan for Key Employees
(Title of Class of Securities)
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35921W 10 1
(CUSIP Number of Class of Securities)
(Underlying Common Shares)
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Daniel P. Buettin
Vice President, Chief Financial Officer and Secretary
Frontstep, Inc.
2800 Corporate Exchange Drive
Columbus, Ohio 43231
(614) 523-7136
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
Copy to:
Ivery D. Foreman, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6322
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee
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$1,110,000 $222.00
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 600,000 common shares of Frontstep, Inc. having
an aggregate value of $1,110,000 as of October18, 2001 will be exchanged and/or
cancelled 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, equals 1/50th of one percent of the value of
the transaction.
[_] Check the 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: $222.00
Form or Registration No.: Schedule TO
Filing party: Frontstep, Inc.
Date filed: October 29, 2001
[_] 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-l.
[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.
[x] Check the following box if the filing is a final amendment reporting the
results of the tender offer.
INTRODUCTORY STATEMENT
This final amendment to the Tender Offer Statement on Schedule TO
filed by Frontstep, Inc. (the "Company") with the Securities and Exchange
Commission on November 16, 2001 (as amended, the "Schedule TO"),
reports the final results of our offer to exchange new options to purchase
common shares, no par value, of the Company for outstanding options to
purchase such shares held by eligible employees of the Company as set forth
in the Schedule TO and subject to the terms and conditions contained in the
Offer to Exchange and related documents, each as previously amended and
supplemented, filed as exhibits to the Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented to add
the following:
The offer to exchange expired at 5:00 p.m., Eastern Time, on
Friday, December 7, 2001. Pursuant to the offer, we have accepted for
exchange options to purchase 366,111 common shares of the Company. Subject
to the terms and conditions of the offer, we will grant new options to
purchase 341,111 common shares of the Company in exchange for the options
surrendered and cancelled in the offer.
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.
FRONTSTEP, INC.
/s/ Daniel P. Buettin
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Daniel P. Buettin, Vice President, Chief Financial
Officer and Secretary
Date: December 11, 2001