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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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FUTURELINK CORP.
(Name of Subject Company (Issuer))
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FUTURELINK CORP.
(Name of Filing Person (Offeror))
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Options Under FutureLink Corp.'s Second Amended and Restated Stock Option Plan
to Purchase Common Stock, Par Value $.0001 Per Share,
Held by Certain Option Holders
(Title of Class of Securities)
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36114 Q 208
(CUSIP Number of Underlying Class of Securities)
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copies to:
Howard E. Taylor John F. Della Grotta, Esq.
Chief Executive Officer Stephen D. Cooke, Esq.
FutureLink Corp. Paul, Hastings, Janofsky & Walker LLP
2 South Pointe Drive 695 Town Center Drive, 17th Floor
Lake Forest, CA 92630 Costa Mesa, California 92626-1924
Tel: (949) 672-3000 Tel: (714) 668-6200
Fax: (714) 979-1921
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$79,272,344 $15,854
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 9,679,163 shares of common stock of FutureLink
Corp. having a weighted average exercise price of $8.19 will be exchanged
pursuant to this offer. 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.
[ ] 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.
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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: [ ]
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INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates
to our offer to exchange options to purchase shares of our common stock, par
value $.0001 per share, held by certain of our employees 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
February 12, 2001 attached hereto as Exhibit (a)(1)(A) (the "Offer to Exchange")
and the related Letter of Transmittal attached hereto as Exhibit (a)(1)(B) (the
"Letter of Transmittal").
The information in the Offer to Exchange and the Letter of Transmittal
is incorporated herein by reference in answer to all applicable items in this
Schedule TO, except as otherwise set forth below.
ITEM 10. FINANCIAL STATEMENTS
Not applicable.
ITEM 12 EXHIBITS
(a)(1)(A) Offer to Exchange dated February 12, 2001.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Letter to Eligible Option Holders Regarding Offer.
(a)(1)(D) Form of Letter to Tendering Option Holders Regarding Acceptance of
Tendered Options.
(b) Not applicable.
(d)(1) Stock Option Plan, previously filed with the Commission on August
24, 1998 as Exhibit 10.1.29 to the Company's Registration
Statement on Form SB-2, Registration No. 333-62133, which is
incorporated herein by reference.
(d)(2) First Amendment to Second Amended and Restated Stock Option Plan,
previously filed with the Commission on February 11, 2000 as
Exhibit 10.2 to the Company's Registration Statement on Form SB-2,
Registration No. 333-30178, which is incorporated herein by
reference.
(d)(3) Second Amendment to Second Amended and Restated Stock Option Plan,
previously filed with the Commission on June 13, 2000 as Exhibit
C to the Company's Definitive Proxy Statement, which is
incorporated herein by reference.
(g) Not applicable.
(h) Not applicable.
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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 Schedule TO is true, complete and
correct.
FutureLink Corp.
/s/ Howard E. Taylor
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Howard E. Taylor
Chief Executive Officer
Date: February 12, 2001
INDEX TO EXHIBITS
Exhibit
Number Description
(a)(1)(A) Offer to Exchange dated February 12, 2001.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Letter to Eligible Option Holders Regarding Offer.
(a)(1)(D) Form of Letter to Tendering Option Holders Regarding
Acceptance of Tendered Options.
(b) Not applicable.
(d)(1) Stock Option Plan, previously filed with the Commission on
August 24, 1998 as Exhibit 10.1.29 to the Company's
Registration Statement on Form SB-2, Registration No.
333-62133, which is incorporated herein by reference.
(d)(2) First Amendment to Second Amended and Restated Stock Option
Plan, previously filed with the Commission on February 11,
2000 as Exhibit 10.2 to the Company's Registration Statement
on Form SB-2, Registration No. 333-30178, which is
incorporated herein by reference.
(d)(3) Second Amendment to Second Amended and Restated Stock Option
Plan, previously filed with the Commission on June 13, 2000 as
Exhibit C to the Company's Definitive Proxy Statement, which
is incorporated herein by reference.
(g) Not applicable.
(h) Not applicable.
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INDEX TO EXHIBITS
Exhibit
Number Description
99.(a)(1)(A) Offer to Exchange dated February 12, 2001.
99.(a)(1)(B) Form of Letter of Transmittal.
99.(a)(1)(C) Form of Letter to Eligible Option Holders Regarding Offer.
99.(a)(1)(D) Form of Letter to Tendering Option Holders Regarding
Acceptance of Tendered Options.
99.(b) Not applicable.
99.(d)(1) Stock Option Plan, previously filed with the Commission on
August 24, 1998 as Exhibit 10.1.29 to the Company's
Registration Statement on Form SB-2, Registration No.
333-62133, which is incorporated herein by reference.
99.(d)(2) First Amendment to Second Amended and Restated Stock Option
Plan, previously filed with the Commission on February 11,
2000 as Exhibit 10.2 to the Company's Registration Statement
on Form SB-2, Registration No. 333-30178, which is
incorporated herein by reference.
99.(d)(3) Second Amendment to Second Amended and Restated Stock Option
Plan, previously filed with the Commission on June 13, 2000 as
Exhibit C to the Company's Definitive Proxy Statement, which
is incorporated herein by reference.
99.(g) Not applicable.
99.(h) Not applicable.