-----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, LZuc/eS1M9kNpP3SSnrPXTZiIrKr5Wfr8jAVeQNG1KllGXy6XCqKeqmEbPvoSY+0 5xzXIlfeyFQY2sdQ0vV7zA== 0000950134-04-002572.txt : 20040226 0000950134-04-002572.hdr.sgml : 20040226 20040226145029 ACCESSION NUMBER: 0000950134-04-002572 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XETA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000742550 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 731130045 STATE OF INCORPORATION: OK FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-39050 FILM NUMBER: 04630367 BUSINESS ADDRESS: STREET 1: 1814 WEST TACOMA CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9186648200 MAIL ADDRESS: STREET 1: 1814 WEST TACOMA CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: XETA CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: XETA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000742550 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 731130045 STATE OF INCORPORATION: OK FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 1814 WEST TACOMA CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9186648200 MAIL ADDRESS: STREET 1: 1814 WEST TACOMA CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: XETA CORP DATE OF NAME CHANGE: 19920703 SC TO-C 1 d13002sctovc.htm PRELIMINARY COMMUNICATIONS BEFORE A TENDER OFFER sctovc
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-C

(Rule 13e-4)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

XETA Technologies, Inc.

(Name of Subject Company (issuer)

XETA Technologies, Inc.

(Names of Filing Persons (offeror)

Certain Options to Purchase Common Stock, $0.001 par value

(Title of Class of Securities)

983909102

CUSIP Number of Class of Securities

Robert B. Wagner
Chief Financial Officer and Secretary
XETA Technologies, Inc.
1814 West Tacoma
Broken Arrow, Oklahoma 74012
(918) 664-8200

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
 
Calculation of Filing Fee
     
Transaction valuation*
                     Not Applicable
  Amount of filing fee*
                     Not Applicable

*   No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.
     
o   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: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable

     
þ   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:

     
o
  third-party tender offer subject to Rule 14d-1.
þ
  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.

 

TABLE OF CONTENTS

ITEM 12. EXHIBITS.

Table of Contents

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     PRELIMINARY NOTE: Attached hereto as an exhibit is XETA Technologies, Inc.’s Definitive Proxy Statement and related materials for its Annual Meeting of Shareholders to be held on April 6, 2004 (the “Proxy Materials”). The Proxy Materials contain a proposal asking XETA Technologies shareholders to amend certain XETA Technologies employee benefit plans to permit the exchange of outstanding stock options for new stock options or restricted stock. Disclosures are made in the context of these proposals relating to the likelihood that if the benefit plan amendments are approved by the shareholders, eligible employees will be offered the opportunity to participate in an exchange offer by which outstanding stock options will be exchanged for a lesser number of shares of restricted stock. The Proxy Materials do not constitute an offer to holders of eligible options to exchange their options for shares of restricted stock.

     XETA Technologies has not commenced any such option exchange program. If the shareholders approve the proposals referred to above and XETA Technologies elects to proceed with any such option exchange program, eligible employees will be sent written materials explaining the precise terms and timing of the exchange offer. In that event, eligible employees are urged to read those written materials carefully when they become available, because they will contain important information about the exchange offer. Upon commencement of any such option exchange program, XETA Technologies will also file the written materials relating to the exchange offer with the Securities and Exchange Commission as part of a tender offer statement on Schedule TO. If the option exchange program is commenced, eligible employees, as well as shareholders and members of the public, will be able to obtain these tender offer materials and other documents filed by XETA Technologies, Inc. with the SEC free of charge from the SEC’s website at www.sec.gov. Eligible employees will also be able to obtain free of charge a written copy of the option exchange offer materials, if and when they are available, by calling XETA Technologies at (918)664-8200, or by writing to XETA Technologies, 1814 W. Tacoma, Broken Arrow, Oklahoma, 74012, Attention: Robert B. Wagner, Chief Financial Officer.

ITEM 12. EXHIBITS.

     
(a)((i)
  Definitive Proxy Statement for Annual Meeting of Shareholders (incorporated by reference to XETA Technologies Schedule 14A, filed with the Securities and Exchange Commission on February 26, 2004).

2

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