0000950123-01-506727.txt : 20011009 0000950123-01-506727.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950123-01-506727 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010926 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 TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60333 FILM NUMBER: 1745503 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 TO-I/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 TO-I/A 1 y53547a4scto-ia.txt AMENDMENT #3 TO SC TO-I: LEXENT INC./LEXENT INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE TO (Rule 13e-4) (Amendment No. 3) 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 2 -------------------------------------------------------------------------------- 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: [X] -------------------------------------------------------------------------------- 2 3 This Amendment No. 3 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 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented to add the following paragraph: (c) The Offer expired at Midnight on Friday, September 21, 2001. We have accepted for cancellation Options to purchase 1,788,700 shares of Common Stock. Upon the terms and subject to the conditions of the Offer, we will grant New Options to purchase 1,788,700 shares of Common Stock. We will promptly send each Option Holder whose Options have been accepted for exchange a letter, substantially in the form of Exhibit (a)(8) attached hereto, indicating the number of shares of Common Stock subject to such holder's Options that have been accepted for exchange, the corresponding number of shares of Common Stock that will be subject to the New Options that will be granted to such holders and the expected grant date of the New Options. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following exhibit: (a)(8) Letter from Heather Sisler to Tendering Option Holders, dated September 26, 2001. 3 4 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 26, 2001 4 5 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.* (a)(8) Letter from Heather Sisler to Tendering Option Holders, dated September 26, 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.A.8 3 y53547a4ex99-a_8.txt LETTER FROM HEATHER SISLER 1 Exhibit (a)(8) [LEXENT LETTERHEAD] September 26, 2001 Dear Option Holder: On behalf of Lexent Inc. (the "Company"), I am writing to advise you of the results of the Company's recent Offer to Exchange (the "Offer") certain outstanding options granted under the Lexent Inc. and its Subsidiaries Amended and Restated Stock Option and Restricted Stock Purchase Pan (as amended through May 3, 2001) with an exercise price of $13.50 or more. All capitalized terms used in this letter which are not defined herein will have the meanings previously given to those terms in the Letter of Transmittal (the "Letter of Transmittal") accompanying the Company's Offer to Exchange dated August 17, 2001, as amended. The Offer expired at midnight, New York, New York time on Friday, September 21, 2001. Promptly following the expiration of the Offer and pursuant to the terms and conditions of the Offer to Exchange, the Company accepted for exchange all Eligible Options tendered to it covering a total of 1,788,700 shares of Common Stock and cancelled all such Eligible Options. The Company has accepted for exchange and cancelled the number of Eligible Options tendered by you equal to the number of shares set forth on Attachment A to this letter. In accordance with the terms and subject to the terms and conditions of this Offer, you will have the right to receive a new option for each cancelled option equal to the number of option shares set forth on Attachment A, as adjusted for any stock splits, stock dividends and similar events. Also, in accordance with the terms of the Offer, the terms and conditions of the new option will be substantially the same as the terms and conditions of the options you tendered for exchange, except as specified in the Offer and will include the following terms: - the per share exercise price under the new option will equal the last reported sale price of the Common Stock on the Nasdaq National Market on the day prior to the date the Company grants the new option; and - the new options will vest as if the tendered options had not been cancelled. Any shares that were fully vested on the date that options tendered for exchange are cancelled will be fully vested. Any unvested shares on the date the options are cancelled that would have been fully vested on the date the new options are granted will be fully vested. All remaining unvested options will have a vesting schedule that is equivalent to what would have been in place had the cancelled options remained in effect. 2 In accordance with the terms of the Offer, the Company will grant you the new option on or about March 25, 2002. At that time, as described in the Offer to Exchange, you may go to the AST StockPlan website and accept your grant of new options. In accordance with the terms of the Offer and as provided in the Plan, you must be an employee of the Company or one of its subsidiaries from the date you tendered your options through the new option grant date in order to receive your new option. If you do not remain an employee, you will not receive a new option or any other consideration for the options tendered by you and cancelled by the Company. If you have any questions about your rights in connection with the grant of the new option, please contact Heather Sisler, Manager of Corporate Services at telephone: (212) 981-9429; facsimile: (212) 981-9417 or e-mail: hsisler@lexent.net. Sincerely, Heather A. Sisler Manager of Corporate Services Attachment 3 ATTACHMENT A ((FirstName)) ((LastName)) ------------------
Grant Number Number of Option Exercise Price Date of Acceptance Shares Subject to of Tendered Old of Tender Tendered Old Option Accepted Option Accepted for Exchange for Exchange ((GrantNo)) ((Shares)) ((Price)) September 24, 2001
Number of Option Shares subject to new options to be granted to you on or about March 25, 2002: ((Shares))