SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 1)
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INTERTRUST TECHNOLOGIES CORPORATION
(Name of Subject Company (Issuer))
INTERTRUST TECHNOLOGIES CORPORATION
(Name of Filing Person (Offeror))
Options Under InterTrust Technologies Corporation's
1995 Stock Plan, 1999 Equity Incentive Plan and 2000 Supplemental Plan
to Purchase Common Stock, Par Value $0.001 Per Share,
Having an Exercise Price of $5.00 or More
(Title of Class of Securities)
46113Q 10 9
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Victor Shear
Chief Executive Officer and Chairman of the Board
InterTrust Technologies Corporation
4750 Patrick Henry Drive
Santa Clara, California 95054
(408) 855-0100
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)
Copy to:
Bennett L. Yee, Esq.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
155 Constitution Drive
Menlo Park, California 94025
(650) 321-2400
CALCULATION OF FILING FEE
-------------------------
Transaction valuation* Amount of filing fee
---------------------- --------------------
$81,000,000 $16,200**
* Calculated solely for purposes of determining the filing fee. This
amount assumes that options to purchase 7,300,000 shares of common stock of
InterTrust Technologies Corporation having an aggregate value of $81,000,000
as of May 24, 2001 will be exchanged 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 of the Securities Exchange Act of 1934, as amended, equals 1/50th
of one percent of the value of the transaction.
** Previously paid in connection with the initial filing of this Schedule TO
on May 24, 2001.
[_] Check 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: Not applicable.
Form or Registration No.: Not applicable.
Filing party: 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 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. [_]
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on May 24, 2001, relating to InterTrust Technologies Corporation's
("InterTrust" or the "Company") offer to exchange options to purchase shares of
its common stock, par value $.001 per share, held by certain employees, for new
options to purchase shares of its common stock at a per share exercise price
equal to the fair market value of one share of its common stock on the date of
issuance, upon the terms and subject to the conditions in the Offer to Exchange
dated May 24, 2001 ( the "Offer to Exchange").
Item 10. Financial Statements.
Item 10(a) is hereby amended to read as follows:
(a) The information set forth in the Offer to Exchange under Section 9
("Information Concerning InterTrust") and Section 16 ("Additional
Information"), and on pages F-1 through F-23 of the Company's Annual
Report on Form 10-K for its fiscal year ended December 31, 2000 is
incorporated herein by reference. In addition, the information set
forth in Exhibit (a)(9) attached hereto is incorporated herein by
reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended to read as follows:
(a) (1) Offer to Exchange, dated May 24, 2001.*
(2) Form of Letter of Transmittal.
(3) Form of Letter to Eligible Option Holders Distributed by E-
mail.*
(4) Form of Letter to Tendering Option Holders.*
(5) Form of Notice of Acceptance of Outstanding Options for
Exchange.*
(6) InterTrust Technologies Corporation Annual Report on Form
10-K for its fiscal year ended December 31, 2000, filed with
the Securities and Exchange Commission on April 2, 2001 and
incorporated herein by reference.
(7) InterTrust Technologies Corporation Annual Report on Form
10-K/A for its fiscal year ended December 31, 2000, filed
with the Securities and Exchange Commission on April 30,
2001 and incorporated herein by reference.
(8) InterTrust Technologies Corporation Quarterly Report on Form
10-Q for the quarter ended March 31, 2001, filed with the
Securities and Exchange Commission on May 15, 2001 and
incorporated herein by reference.
(9) Form of e-mail Letter to InterTrust Technologies Corporation
employees supplementing and amending the Offer to Exchange.
(b) Not applicable.
(d) (1) InterTrust Technologies Corporation 2000 Supplemental
Plan. Filed as Exhibit 10.21 to the Company's Annual Report on
Form 10-K for its fiscal year ended December 31, 2000, filed with
the Securities and Exchange Commission on April 2, 2001 and
incorporated herein by reference.
(2) Form of Option Agreement Pursuant to the InterTrust
Technologies Corporation 2000 Supplemental Plan.*
(3) InterTrust Technologies Corporation 1999 Equity Incentive
Plan. Filed as Exhibit 10.2 to the Company's Registration
Statement on Form S-1 (File No. 333-84033) and incorporated
herein by reference.
(4) Form of Option Agreement Pursuant to the InterTrust
Technologies Corporation 1999 Equity Incentive Plan. *
(5) InterTrust Technologies Corporation 1995 Stock Plan.*
(6) Form of Option Agreement pursuant to the InterTrust
Technologies Corporation 1995 Stock Plan. *
(g) Not applicable.
(h) Not applicable.
*Previously filed.
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 the Schedule TO is true,
complete and correct.
InterTrust Technologies Corporation
/s/ David Ludvigson
----------------------
David Ludvigson
President
Date: June 8, 2001
Index to Exhibits
Exhibit
Number Description
-----------
(a)(1) - Offer to Exchange, dated May 24, 2001. *
(a)(2) - Form of Letter of Transmittal.
(a)(3) - Form of Letter to Eligible Option Holders Distributed by E-mail. *
(a)(4) - Form of Letter to Tendering Option Holders. *
(a)(5) - Form of Notice of Acceptance of Outstanding Options for Exchange. *
(a)(6) - InterTrust Technologies Corporation Annual Report on Form 10-K for its
fiscal year ended December 31, 2000, filed with the Securities and Exchange
Commission on April 2, 2001 and incorporated herein by reference.
(a)(7) - InterTrust Technologies Corporation Annual Report on Form 10-K/A for
its fiscal year ended December 31, 2000, filed with the Securities and Exchange
Commission on April 30, 2001 and incorporated herein by reference.
(a)(8) - InterTrust Technologies Corporation Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001, filed with the Securities and Exchange
Commission on May 15, 2001 and incorporated herein by reference.
(a)(9) - Form of e-mail Letter to InterTrust Technologies Corporation employees
supplementing and amending the Offer to Exchange.
(d)(1) - InterTrust Technologies Corporation 2000 Supplemental Plan. Filed as
Exhibit 10.21 to the Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 2000, filed with the Securities and Exchange Commission on
April 2, 2001 and incorporated herein by reference.
(d)(2) - Form of Option Agreement Pursuant to the InterTrust Technologies
Corporation 2000 Supplemental Plan.*
(d)(3) - InterTrust Technologies Corporation 1999 Equity Incentive Plan. Filed
as Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No.
333-84033) and incorporated herein by reference.
(d)(4) - Form of Option Agreement Pursuant to the InterTrust Technologies
Corporation 1999 Equity Incentive Plan.*
(d)(5) - InterTrust Technologies Corporation 1995 Stock Plan. *
(d)(6) - Form of Option Agreement pursuant to the InterTrust Technologies
Corporation 1995 Stock Plan.*