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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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RAMP NETWORKS, INC.
(Name of Subject Company)
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BLACKBIRD ACQUISITION, INC.
NOKIA CORPORATION
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
751567-10-8
(CUSIP Number of Class of Securities)
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Ursula Ranin
Nokia Corporation
Keilalahdentie 4
P.O. Box 226
FIN-00045 Nokia Group
Finland
011-358-9-180-71
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
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Copy to:
Michael J. Coleman, Esq.
Shearman & Sterling
1550 El Camino Real
Suite 100
Menlo Park, California 94025-4100
(650) 330-2200
CALCULATION OF FILING FEE
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Transaction
Valuation* Amount of Filing Fee**
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$132,278,993.40 26,455.80
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $5.80, the per share tender offer price, by
22,806,723, the sum of the 21,760,920 currently outstanding shares of
Common Stock sought in the Offer and the 1,045,803 shares of Common Stock
subject to options that will be vested as of January 16, 2001.
** Calculated as 1/50 of 1% of the transaction value.
[_]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: None
Filing Party: Not applicable
Form or Registration No.: Not applicable
Date Filed: Not applicable
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]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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This Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed
by BLACKBIRD ACQUISITION, INC., a Delaware corporation ("Purchaser") and a
direct wholly owned subsidiary of NOKIA CORPORATION, a corporation organized
under the laws of the Republic of Finland ("Parent"). This Schedule TO relates
to the offer by Purchaser to purchase all outstanding shares of Common Stock,
par value $0.001 per share (the "Shares"), of RAMP NETWORKS, INC., a Delaware
corporation (the "Company"), at a purchase price of $5.80 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 15, 2000 (the "Offer to Purchase") and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). The information set forth in
the Offer to Purchase and the related Letter of Transmittal is incorporated
herein by reference with respect to Items 1-9 and 11 of this Schedule TO. The
Agreement and Plan of Merger, dated as of December 6, 2000, among Parent,
Purchaser and the Company, a copy of which is attached as Exhibit (d)(1)
hereto, and Stockholder's Agreement, dated as of December 6, 2000, among
Parent, Purchaser and each of Mahesh Veerina, Venrock Associates, Venrock
Associates II, L.P., Interwest Investors V, Interwest Partners V, L.P.,
Anthony Sun, Philip Gianos, L. William Krause, Perry Grace, Richard Bridges,
Raghu Bathina, Sridhar Bathina, and Kothandapani Ranganathan, respectively, a
copy of which is attached as Exhibit (d)(3) hereto, are incorporated herein by
reference with respect to Items 5 and 11 of this Schedule TO.
Item 10. Financial Statements of Certain Bidders.
Not applicable.
Item 12. Material to Be Filed as Exhibits.
(a)(1) Offer to Purchase dated December 15, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter from Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees to Clients.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Summary Advertisement as published in The Wall Street Journal on
December 15, 2000.
(a)(8) Press Release issued by Parent on December 7, 2000.*
(d)(1) Agreement and Plan of Merger dated as of December 6, 2000, among
Parent, Purchaser and the Company.
(d)(3) Stockholder's Agreement dated as of December 6, 2000, among Parent,
Purchaser, and each of Mahesh Veerina, Venrock Associates, Venrock
Associates II, L.P., Sridhar Bathina, Interwest Investors V, Interwest
Partners V, L.P., Anthony Sun, Philip Gianos, L. William Krause,
Kothandapani Ranganathan, Perry Grace, Richard Bridges, and Raghu
Bathina.
(d)(4) Confidentiality Agreement dated October 16, 2000 between Nokia Internet
Communications Inc. and the Company.
(g) None.
(h) None.
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* Incorporated by reference to Schedule TO-C filed by Purchaser and Parent on
December 7, 2000.
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: December 15, 2000
BLACKBIRD ACQUISITION, INC.
/s/ Mika Vehvilainen
By: _________________________________
Name: Mika Vehvilainen
Title: President
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: December 15, 2000
NOKIA CORPORATION
/s/ Mika Vehvilainen
By: _________________________________
Name: Mika Vehvilainen
Title: Attorney-in-fact
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EXHIBIT INDEX
Exhibit
No.
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(a)(1) Offer to Purchase dated December 15, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter from Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
Form of Letter from Brokers, Dealers, Commercial Banks, Trust
(a)(5) Companies and Nominees to Clients.
Form of Guidelines for Certification of Taxpayer Identification Number
(a)(6) on Substitute Form W-9.
Summary Advertisement as published in The Wall Street Journal on
(a)(7) December 15, 2000.
(a)(8) Press Release issued by Parent on December 7, 2000.*
(d)(1) Agreement and Plan of Merger, dated as of December 6, 2000, among
Parent, Purchaser and the Company.
(d)(3) Stockholder's Agreement, dated as of December 6, 2000, among Parent,
Purchaser, and each of Mahesh Veerina, Venrock Associates, Venrock
Associates II, L.P., Sridhar Bathina, Interwest Investors V, Interwest
Partners V, L.P., Anthony Sun, Philip Gianos, L. William Krause,
Kothandapani Ranganathan, Perry Grace, Richard Bridges, and Raghu
Bathina.
(d)(4) Confidentiality Agreement dated October 16, 2000 between Nokia
Internet Communications Inc. and the Company.
(g) None.
(h) None.
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* Incorporated by reference to Schedule TO-C filed by Purchaser and Parent on
December 7, 2000.
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