SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
| |
|
|
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Motive, Inc.
(Name of Subject Company (issuer))
Magic Acquisition Subsidiary Inc.
Lucent Technologies Inc.
Alcatel Lucent
(Names of Filing Persons (offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
61980V107
(CUSIP Number of Class of Securities)
Steven R. Reynolds
General Counsel
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
(908) 582-8500
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with a copy to:
Robert J. Rawn
Michael R. McCoy
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
(212) 541-2000
CALCULATION OF FILING FEE
|
|
|
|
|
|
| |
| |
Transaction Valuation* |
|
|
Amount of Filing Fee** |
|
| |
$76,102,028.10 |
|
|
$2,990.81 |
|
| |
|
|
|
| |
| * |
|
Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction
value was determined by multiplying the purchase price of $2.23 per share by 34,126,470 shares
of common stock, par value $0.001 per share, of Motive, Inc. (based upon (i) the
representation by Motive, Inc. in the Merger Agreement (as defined herein) that
27,755,007 shares and options and warrants to acquire an aggregate of 3,871,463 shares were
outstanding as of June 16, 2008, and (ii) the 2,500,000 shares expected to be issued and
outstanding as of the closing of this Offer (as defined herein) pursuant to Motive, Inc.’s
previously announced settlement of securities and derivative litigation). Solely for purposes
of calculating the filing fee, all shares subject to options and warrants were included,
regardless of the exercise price of such option or warrant or the exercisability of such
option or warrant. |
| |
| ** |
|
Pursuant to Rule 0-11 of the Exchange Act, the amount of the filing fee is calculated by
multiplying the transaction value by 0.00003930. |
| |
| þ |
|
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: $2,990.81
|
|
Filing Party: Magic Acquisition
Subsidiary Inc., Lucent Technologies
Inc. and Alcatel Lucent |
|
|
|
Form or Registration No.: Schedule TO
|
|
Date Filed: July 16, 2008 |
o 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:
þ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o 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: o
This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends
and supplements the Tender Offer Statement on Schedule TO originally filed on July 16, 2008 (the
“Schedule TO”) and relates to a tender offer by Magic Acquisition Subsidiary Inc., a Delaware
corporation (“Purchaser”) and a direct wholly owned subsidiary of Lucent Technologies Inc., which
is a Delaware corporation (“Parent”) and a wholly owned subsidiary of Alcatel Lucent, a société
anonyme organized under the laws of the Republic of France (“Alcatel Lucent”), to purchase all of
the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Motive, Inc.,
a Delaware corporation (the “Company”), at a price of $2.23 per Share, to the seller in cash,
without interest and less any required withholding taxes. The terms and conditions of the offer are
described in the Offer to Purchase, dated July 16, 2008, (which, together with any amendments or
supplements, collectively constitute the “Offer to Purchase”) and the related Letter of Transmittal
(which, together with any amendments or supplements, collectively constitute the “Offer”). The
Offer is being made in connection with the Agreement and Plan of Merger, dated as of June 16, 2008
(the “Merger Agreement”), by and among Parent, Purchaser and the Company.
All capitalized terms used in this Amendment without definition have the meanings ascribed to
them in the Schedule TO or the Offer to Purchase.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated
in this Amendment by reference to all of the applicable items in the Schedule TO, except that such
information is amended and supplemented to the extent specifically provided in this Amendment.
Item 11. Additional Information
1. Item 11 of the Schedule TO, which incorporates by reference the information contained in the
Offer to Purchase, is hereby amended and supplemented by adding thereto the following:
On September 11, 2008, Parent extended the Offer, upon the terms and conditions set forth in
the Offer to Purchase, until 5:00 p.m., New York City time, Monday, October 6, 2008, unless the
Offer is further extended by Parent pursuant to and in accordance with the Merger Agreement. As of
12:00 midnight, New York City time, at the end of Wednesday September 10, 2008, an aggregate of
approximately 28.6 million Shares had been tendered and not withdrawn from the Offer. The full
text of a press release issued by Alcatel Lucent announcing the extension of the Offer has been
filed as Exhibit (a)(5)(E) hereto and is incorporated herein by this reference.
On September 2, 2008, Alcatel Lucent announced that Philippe Camus was appointed as its
non-executive Chairman, effective as of October 1, 2008. Mr. Camus, a citizen of France and a U.S.
resident, will replace Mr. Tchuruk. Mr. Camus is co-managing partner of the Lagardère Group and
Senior Managing Director of Evercore Partners. He is on the board of directors of Accor S.A.,
Crédit Agricole S.A. and Schlumberger Ltd.
On September 2, 2008, Ben Verwaayen was appointed as Alcatel Lucent’s Chief Executive Officer
and a member of the Board of Directors of Alcatel Lucent, effective as of September 15, 2008. Mr.
Verwaayen, a citizen of the Netherlands, will replace Ms. Russo. Mr. Verwaayen was appointed to
the board of directors of BT Group in the United Kingdom in January 2002 and served as Chief
Executive from February 2002 to June 2008. He was appointed an independent, non-executive director
of United Parcel Service, Inc. in March 2005.
2. The subsection entitled “German Antitrust Matters” in Section 16 of the Offer to Purchase
entitled “Certain Regulatory and Legal Matters” is amended and supplemented by adding the
following:
On August 26, 2008, the FCO approved the acquisition of the Shares pursuant to the Offer.
Item 12. Exhibits
The information set forth in Item 12 of the Schedule TO is amended and supplemented by adding the
following exhibit:
(a)(5)(E) Press Release issued by Alcatel Lucent, dated September 11, 2008.