-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CUhjSRXjXmKxH5Pxn7is5D0XauEXWWpI3bGJZfWyALueZPiCePEVe2PbUn8KUzU1 VofqrUeoqJA1bTTq+tE1zg== 0000904454-01-500101.txt : 20010914 0000904454-01-500101.hdr.sgml : 20010914 ACCESSION NUMBER: 0000904454-01-500101 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010913 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEXENT INC CENTRAL INDEX KEY: 0001105503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 133990223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60333 FILM NUMBER: 1736751 BUSINESS ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129810700 MAIL ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEXENT INC CENTRAL INDEX KEY: 0001105503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 133990223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129810700 MAIL ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 SC 13E4/A 1 sch13e4.txt SCHEDULE TO RULE 13E-4 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE TO (Rule 13e-4) (Amendment No. 2) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------- LEXENT INC. (Name of Subject Company) LEXENT INC. (Name of Person Filing Statement (Offeror)) ------------- Options to Purchase Common Stock, Par Value $.001 Per Share Having an Exercise Price of $13.50 or More (Title of Class of Securities) 52886Q 10 2 (Cusip Number of Class of Securities) (Underlying Common Stock) Sidney A. Sayovitz, Esq. Senior Vice President, Secretary and General Counsel Lexent Inc. Three New York Plaza New York, New York 10004 (212) 981-0700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications On Behalf of the Person Filing Statement) With a Copy to: Merrill A. Ulmer, Esq. Reboul, MacMurray, Hewitt, Maynard & Kristol 45 Rockefeller Plaza New York, New York 10111 CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee ---------------------- -------------------- $1,037,714 $207.54 - ------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,087,000 shares of common stock of Lexent Inc. having an aggregate value of $1,037,714 as of August 14, 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. [X] 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: $207.54 Filing Party: Lexent Inc. Form or Registration No.: Schedule TO Date Filed: August 17, 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-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. 2 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on August 17, 2001, relating the offer by Lexent Inc., a Delaware corporation (the "Company"), to exchange certain outstanding options to purchase shares of the Company's common stock, par value $.001 per share (the "Common Stock"), granted under the Company's Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "Option Plan") for new options to purchase shares of the Common Stock to be granted under the Option Plan, upon the terms and subject to the conditions described in the Offer to Exchange, dated August 17, 2001 (the "Offer to Exchange"), and the related cover letter and Letter of Transmittal (the "Letter of Transmittal" and, together with the related cover letter and Offer to Exchange, as they may be amended from time to time, the "Offer"). Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following exhibit: (a)(7) Letter from Heather Sisler to Option Holders, dated September 13, 2001. SIGNATURE 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. LEXENT INC. By: /s/ Sidney A. Sayovitz ---------------------- Sidney A. Sayovitz Senior Vice President, Secretary and General Counsel Dated: September 13, 2001 INDEX TO EXHIBITS Exhibit No. Description - ------- ----------- (a)(1) Offer to Exchange, dated August 17, 2001.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Letter to Eligible Option Holders.* (a)(4) Lexent Inc. Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001 and incorporated herein by reference. (a)(5) Lexent Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed with the Securities and Exchange Commission on August 8, 2001 and incorporated herein by reference. (a)(6) Amendment and Supplement to the Offer to Exchange, dated August 24, 2001.* (a)(7) Letter from Heather Sisler to Option Holders, dated September 13, 2001. (d)(1) Lexent Inc. Amended and Restated Stock Option and Restricted Stock Purchase Plan (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 333-61958) filed May 31, 2001 and incorporated herein by reference. (d)(2) Form of Option Agreement pursuant to the Lexent Inc. Amended and Restated Stock Option and Restricted Stock Purchase Plan, filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 333-30660) filed February 18, 2000 and incorporated herein by reference. - --------------------------- * Previously filed. EX-99 3 exa7.txt EXHIBIT (A)(7) Exhibit (a)(7) [LEXENT LETTERHEAD] September 13, 2001 To: Valued Employee/Option Holder From: Heather Sisler Manager of Corporate Services Re: Amendment to Offer to Exchange - Extension of Offer ---------------- Due to the tragic events of this past week, the deadline for the Offer to Exchange options has been extended from Midnight, Friday, September 14, 2001 to Midnight, Friday, September 21, 2001. Our offices located at 3 New York Plaza, New York, NY have been temporarily vacated. You may respond to the Offer to Exchange by sending your letter of transmittal to the following: Heather Sisler, Manager of Corporate Services c/o National Network Technologies LLC 301 Route 17 North 9th Floor Rutherford, NJ 07040 Fax: 201-549-4140 If you need to reach me, you can call the Rutherford office at 201-549-4100. If you are unable to retrieve your information regarding grant number, grant date, etc. from the AST StockPlan website, please call me as I can provide this information to you. Heather A. Sisler Manager of Corporate Services (212) 981-9429 (212) 981-9417 (fax) (973) 216-7101 (cell phone) hsisler@lexent.net -----END PRIVACY-ENHANCED MESSAGE-----