0001104659-09-058162.txt : 20091007 0001104659-09-058162.hdr.sgml : 20091007 20091007164828 ACCESSION NUMBER: 0001104659-09-058162 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20091007 DATE AS OF CHANGE: 20091007 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-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39050 FILM NUMBER: 091110456 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-I/A 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-I/A 1 a09-26538_1sctoia.htm AMENDMENT

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 2

(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) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.001 Per Share, of XETA Technologies, Inc.

(Title of Class of Securities)

983909102

(CUSIP Number of Class of Securities)

Robert B. Wagner
Chief Financial Officer, Treasurer and Secretary
XETA Technologies, Inc.
1814 West Tacoma Street

Broken Arrow, Oklahoma, 74012
(918) 664-8200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)

Copy to:

Nancy C. Jones, Esq.
Barber & Bartz, P.C.
Suite 800

525 S. Main Street

Tulsa, Oklahoma 74103

CALCULATION OF FILING FEE

TRANSACTION VALUATION*		AMOUNT OF FILING FEE
$306,032		$17.08

Calculated solely for the purpose of determining the amount of the filing fee. This amount assumes that options to purchase 386,800 shares of common stock, par value $0.001 per share, of XETA Technologies, Inc. having an aggregate value of $306,032will be cancelled pursuant to this offer. The aggregate value of the 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 .00005580 times the transaction valuation or $55.80 per $1,000,000 of the transaction value.

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:		$17.08
Form or Registration No.:		005-39050
Filing Party:		XETA Technologies, Inc.
Date Filed:		September 17, 2009

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:

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

	x	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

Table of Contents

This Amendment No. 2 to the Schedule TO relates to an offer by the Company to eligible employees of the Company to exchange certain options (the “Eligible Options”) outstanding under the XETA Technologies, Inc. 2000 Stock Option Plan (the “2000 Plan”) and the XETA Technologies, Inc. 2004 Omnibus Stock Incentive Plan (the “2004 Plan”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for new stock options to purchase shares of the Common Stock, upon the terms and subject to the conditions described in the Offer to Exchange and the related Election Form. The new options will be granted under the 2000 Plan upon the terms and conditions described in the Offer to Exchange and the related Election Forms.

This Amendment is made to revise Item 12 (Exhibits) to add the additional exhibits listed in Item 12 to this Amendment No. 2. The information in the Schedule TO, including all schedules and annexes to the Schedule TO, which were previously filed with the Schedule TO on September 17, 2009 as amended October 1, 2009, is incorporated herein by reference to answer the items required in this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment. Except as specifically set forth herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

ITEM 12. EXHIBITS

(a)(1)(Q)		Paper Election/Withdrawal Instructions

(a)(1)(R)		Paper Election Form

(a)(1)(S)		Notice of Withdrawal

(a)(1)(T)		E-mail to Eligible Employees regarding Paper Election and Withdrawal Process

(a)(1)(U)		Cover letter to Eligible Employees regarding Paper Election and Withdrawal Process

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.

	XETA Technologies, Inc.

	/s/ Robert B. Wagner
	Robert B. Wagner, Chief Financial Officer

Date: October 7, 2009

EX-99.(A).(1).(Q) 2 a09-26538_1ex99dad1dq.htm EX-99.(A).(1).(Q)

Exhibit 99.(a).(1).(Q)

XETA Technologies

Stock Option Exchange Program

Paper Election Instructions/Withdrawal Instructions

IMPORTANT:

THE PAPER ELECTION AND WITHDRAWAL PROCESS SHOULD ONLY BE USED IF THE ONLINE ELECTION PROCESS IS NOT AVAILABLE DUE TO TECHNICAL DIFFICULTIES OR YOUR INABILITY TO ACCESS THE INTRANET SITE.

In the Paper Election Form that follows, you will find information regarding your current outstanding stock option grants that are eligible for exchange in the Exchange Program, and instructions for making an election to participate in the Exchange Program.

Please read these entire instructions carefully.

PAPER ELECTION INSTRUCTIONS:

To make an election with respect to the Exchange Program, complete steps 1-3 as follows before the expiration deadline of 11:00 p.m. Central, on October 16, 2009 (or such later date as may apply if the Exchange Program deadline is extended):

(1) In the Table under Step #1 on the Paper Election Form, place a check mark in the circle next to “YES, I want to exchange this option” appearing in the far left column for each option grant listed that you wish to exchange. If you do not want to exchange the option grant listed, place a check mark in the circle next to “NO, do not exchange”.

(2) Read the Terms of Agreement set forth under Step #2.

(3) Sign the Paper Election Form, print your name, phone number and the date in the spaces provided under Step #3, then submit your Paper Election Form either:

By Facsimile

Attention: Kim Hodge, Payroll and Benefits Administrator

Facsimile: (918)588-4802

By mail or courier

XETA Technologies, Inc.

Attention: Stock Option Exchange Program

1814 W. Tacoma Street

Broken Arrow, Oklahoma 74012

TO BE EFFECTIVE, YOUR ELECTION FORM MUST BE SUBMITTED AND RECEIVED BY US BEFORE THE EXCHANGE PROGRAM DEADLINE.

WITHDRAWAL INSTRUCTIONS:

You may withdraw your election any time before 11:00 p.m. Central Time on Friday, October 16, 2009 (or, if we extend the deadline, before 11:00 p.m. Central Time on such later expiration date). THE LAST ELECTION FORM OR NOTICE OF WITHDRAWAL PROPERLY SUBMITTED BY YOU AND RECEIVED BY US PRIOR TO THE EXPIRATION OF THE EXCHANGE PROGRAM WILL PREVAIL.

To withdraw your previous election, simply:

(1) Sign the paper Notice of Withdrawal form, print you name, date and phone number where provided, then submit your Notice of Withdrawal either:

By Facsimile

Attention: Kim Hodge, Payroll and Benefits Administrator

Facsimile: (918)588-4802

By mail or courier

XETA Technologies, Inc.

Attention: Stock Option Exchange Program

1814 W. Tacoma Street

Broken Arrow, Oklahoma 74012

If you want to make a new election after submitting a Notice of Withdrawal withdrawing your previous election(s), you may only do so by paper election method by submitting a new Paper Election Form in accordance with the Paper Election Instructions above.

TO BE EFFECTIVE, YOUR NOTICE OF WITHDRAWAL MUST BE SUBMITTED AND RECEIVED BY US BEFORE THE EXPIRATION DEADLINE. AFTER THE EXCHANGE PROGRAM EXPIRES, YOU CANNOT WITHDRAW OR CHANGE YOUR ELECTION AND ALL ELECTIONS WILL BE DEEMED FINAL.

EX-99.(A).(1).(R) 3 a09-26538_1ex99dad1dr.htm EX-99.(A).(1).(R)

Exhibit 99.(a).(1).(R)

XETA Stock Option Exchange Paper Election Form for [NAME]

Stock Option Exchange Program

Paper Election Form

[NAME]

ADDRESS]

STEP #1:

Your Eligible Options are listed below,

To make your election, check either the “YES” or “NO” box provided below for each Eligible Option grant listed:

Plan

under

which

Eligible

Option

# of

Status of Eligible

Mark ONE Selection for Each Eligible

were

Exercise

Eligible

Options

Expiration

Stock Option Grant

Granted

Grant Date

Price

Options

Vested

Unvested

Date

o YES, I want to exchange this option grant.

o NO, do not exchange.

You may modify your election(s) at any time before expiration of the Exchange Program. The last Election Form properly submitted by you before the expiration deadline of the Exchange Program will supersede any of your previous election(s).

STEP #2:

By electing to surrender my eligible options for exchange, I acknowledge that I have read and agree to the following;

Terms of Agreement

I acknowledge and agree that:

1. I have received a copy of the Offer to Exchange document dated September 17, 2009, and related materials enclosed with Mr. Forrest’s letter to me regarding the Exchange Program. I have had the opportunity to read all of the terms and conditions of the Exchange Program as described in Offer to Exchange document and related materials.

2. I tender to XETA for exchange the eligible option grant(s) specified in the Table above (the stock option grants marked “YES, I want to exchange this option grant”) and understand that, upon acceptance by XETA, this election form will constitute a binding agreement between XETA and me, unless I validly withdraw this election before the Exchange Program expires.

3. I understand that if I do not mark either “YES, I want to exchange this option grant” or “NO, do not exchange” on the election form next to an option grant listed, or if I do not submit my election form at all, I will be deemed to have chosen NOT to participate in the Exchange program as to such eligible options and I will retain those eligible options according to their existing exercise price, terms, and conditions.

4. I understand that if I validly tender an eligible option grant for exchange, and such eligible option grant is accepted and cancelled, I will lose my rights to purchase any shares under such eligible stock options and I will receive in exchange a lesser of new stock options with a lower exercise price.

5. I understand that any new stock options issued to me in the Exchange Program will have a new three-year vesting schedule, such that 50% of such new stock options will vest upon the first anniversary of the date of grant of the new stock option (expected to be the expiration date of the Exchange Program), another 25% will vest on the second anniversary of the date of grant, and the remaining 25% will vest on the third anniversary of the date of grant.

6. I understand that each new stock option grant will have an exercise price per share equal to the closing price of XETA’s common stock as reported on the NASDAQ Global Market on the date the new stock options are granted.

7. I understand that the new stock options will be granted under the 2000 Stock Option Plan, even if the eligible options I tender for exchange were granted under the 2004 Plan, and that the terms of the 2000 Plan differ in some respects from those of the 2004 Plan (as more fully described in the Offer to Exchange document).

8. I understand that the new stock options will expire six years after their date of grant.

9. I further understand that except for the number of shares, exercise price, vesting schedule and expiration date, and except for the differences described in 6 above if the eligible options I exchange were granted under the 2004 Plan, the new stock option grants will have substantially the same terms and conditions as the eligible option grants cancelled in the Exchange Program.

10. XETA has advised me to consult with my own legal, accounting and tax advisors as to the consequences of participating or not participating in the Exchange Program, before making any decision whether to participate.

11. To remain eligible to tender my eligible options for exchange and cancellation pursuant to the Exchange Program, I understand that I must remain employed by XETA through the date that the new stock options are granted. I understand that if I die or cease providing services to XETA prior to the expiration date of the Exchange Program, XETA will not accept my eligible option grant for exchange and either I or my estate or beneficiaries, as the case may be, will retain my eligible options with their current terms and conditions.

12. I understand that if I cease providing services to XETA before all of the shares represented by the new stock option vest, I will forfeit any unvested portion of my new stock options.

13. I understand that neither the ability to participate in the Exchange Program nor actual participation in the Exchange Program will be construed as a right to continued employment or service with XETA, and that nothing about the Exchange Program changes my current employment status with the Company or assures me of any continued right to employment.

14. I understand that in accordance with Sections 6 and 14 of the Offer to Exchange document, XETA may terminate, modify or amend the Exchange Program and postpone its acceptance and cancellation of any eligible options that I have tendered for exchange. In any such event, I understand that the eligible options tendered for exchange but not accepted will remain in effect with its current terms and conditions.

15. I understand that this election is entirely voluntary, and I am aware that I may change or withdraw my decision to tender my eligible options at any time until the Exchange Program expires. I understand that my decision to tender my eligible options will become irrevocable at 11:00 p.m., CST, on October 16, 2009, unless the Exchange Program is extended.

16. I hereby sell, assign and transfer to XETA all right, title and interest in and to the eligible stock options that I am tendering as specified in the Table set forth in Step #1 above.

17. I hereby represent and warrant that I have full power and authority to elect to surrender the eligible stock options marked “YES, I want to exchange this option grant” in the table above and that, when and to the extent such eligible stock options are accepted by XETA, such eligible stock options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such eligible stock options will not be subject to any adverse claims.

18. This Agreement is governed by, and subject to, U.S. federal and Oklahoma state law (without giving effect to principles of conflict of laws), as well as the terms and conditions set forth in the Offer to Exchange document. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Oklahoma and agree that such litigation shall be conducted in the courts of Tulsa County, Oklahoma, or the federal courts for the State of Oklahoma, where the Exchange Program is made and/or to be performed.

19. I agree to all of the terms and conditions of the Exchange Program.

STEP #3:


Eligible Employee’s Signature		Date


Eligible Employee’s Name (please print or type)		Eligible Employee’s Phone Number

For this paper Election Form to be effective, it must be COMPLETED, SIGNED AND RECEIVED by XETA before the expiration deadline of 11:00 p.m. Central time on Friday, October 16, 2009 (or such later date as may apply if the Exchange Program is extended),

EX-99.(A).(1).(S) 4 a09-26538_1ex99dad1ds.htm EX-99.(A).(1).(S)

Exhibit 99.(a).(1).(S)

STOCK OPTION EXCHANGE PROGRAM

NOTICE OF WITHDRAWAL

XETA Technologies, Inc.

Attn: Stock Option Exchange Program (“Exchange Program”)

I previously elected to surrender Eligible Options for exchange in the Exchange Program and now wish to withdraw my election. I understand that by signing this Notice of Withdrawal and delivering it to XETA Technologies, Inc. in accordance with the instructions for “Paper Withdrawal Method” described in Section 4 of the Offer to Exchange document and the accompanying Paper Election/Withdrawal Instructions, I AM WITHDRAWING ANY AND ALL PREVIOUS ELECTIONS MADE BY ME TO SURRENDER ELIGIBLE OPTIONS FOR EXCHANGE IN THE EXCHANGE PROGRAM WHETHER SUCH ELECTIONS WERE MADE BY ME ONLINE VIA THE EXCHANGE PROGRAM WEBSITE OR VIA A PAPER ELECTION FORM.

By withdrawing my prior election(s) to surrender Eligible Options for exchange, I understand that I will not receive any new stock options for, and will continue to hold, the Eligible Options withdrawn from the Exchange Program, which will continue to be governed by the terms and conditions of the applicable stock option agreement(s) relating to such stock options.

I understand that once I have submitted this Notice of Withdrawal, the only way I can revoke this Notice of Withdrawal is by making a new election to participate in the Exchange Program by using the Paper Election method described in section 4 of the Offer to Exchange and submitting a Paper Election Form that is received by XETA after the date of receipt of this Notice of Withdrawal and before the expiration of the Exchange Program at 11:00 p.m. Central Time on Friday, October 16, 2009 (unless the deadline is extended).

I understand that the last instruction submitted by me and received by the Company to either participate or withdraw in the Exchange Program, will be considered binding.


Eligible Employee’s Signature		Date


Eligible Employee’s Name (please print or type)		Eligible Employee’s Phone Number

EX-99.(A).(1).(T) 5 a09-26538_1ex99dad1dt.htm EX-99.(A).(1).(T)

Exhibit 99.(a).(1).(T)

EMAIL REGARDING PAPER ELECTION FORM AND WITHDRAWAL NOTICE

To: Eligible Employees
Date: October 7, 2009
Subject: XETA Technologies Offer to Exchange Certain Outstanding Stock Options for New Stock Options (the “Exchange Program”)

Although we do not anticipate any problems with the Exchange Program website which is available at www.myxeta.com for making elections in the Exchange Program, we have added a “manual” paper election and withdrawal process in the event you experience technical difficulties using the website or are otherwise unable to access the Exchange Program election process online.

We are sending you by mail to your home address a personalized Paper Election Form which lists your Eligible Options, a Notice of Withdrawal, and Paper Election/Withdrawal Instructions for this purpose. If you do not receive these items in the mail and you need to make your election manually, please call Kim Hodge at 918.588.4264 and she will provide you with a copy of these materials.

Because the online election method is the most efficient method for electing to participate, changing your election, withdrawing your election, and receiving prompt confirmations of each election decision you make in the Exchange Program, we urge you to use the online election method if at all possible. If you need assistance in this regard, please call Kim Hodge at 918.588.4264. We ask that you only resort to the paper election/withdrawal process in the event you are unable to access the intranet site or you experience technical difficulties for which you are unable to receive assistance.

Also, please be aware that if you submit a paper Notice of Withdrawal, you will only be able to make a new election thereafter using the paper election method.

This manual election process along with other changes described in last week’s email to you are described in the Company’s Offer to Exchange document as amended October 1, 2009, which is attached. You may also access the amended Offer to Exchange document directly by clicking on the following link: http://sec.gov/Archives/edgar/data/742550/000110465909057361/a09-26538_1ex99dad1da.htm, or by going to the Welcome Page of the Exchange Program website at www.myxeta.com and clicking on “Offer to Exchange . . . as amended October 1, 2009” in the list of documents. We will also provide you with a hard copy of this document at your request. Requests may be directed to Kim Hodge at kim.hodge@xeta.com or to question.optionexchange@xeta.com.

AS OF TODAY, THERE ARE 10 CALENDAR DAYS REMAINING IN THE EXCHANGE PROGRAM. ANY ELECTION FORM OR NOTICE OF WITHDRAWAL SUBMITTED BY YOU MUST BE RECEIVED BY US BEFORE 11:00 P.M. CENTRAL TIME ON THE EXPIRATION DATE OF OCTOBER 16, 2009, IN ORDER TO BE EFFECTIVE.

EX-99.(A).(1).(U) 6 a09-26538_1ex99dad1du.htm EX-99.(A).(1).(U)

Exhibit 99.(a).(1).(U)

[NAME]

[ADDRESS]

Subject: Offer to Exchange Certain Outstanding Stock Options for New Stock Options (the “Exchange Program”)

IMPORTANT:

The enclosed documents are for your use ONLY IN THE EVENT you experience technical difficulties accessing or using the Exchange Program website accessible on our myXETA intranet site at www.myxeta.com.

Enclosed you will find the following documents:

1. A Paper Election Form personalized with your Eligible Options information;

2. A Notice of Withdrawal; and

3. Paper Election/Withdrawal Instructions.

Although we do not anticipate any problems with the Exchange Program website available for making elections in the Exchange Program, we have added a “manual” paper election and withdrawal process in the event you experience technical difficulties using the website or are otherwise unable to access the Exchange Program election process online.

Also, please be aware that if you submit a paper Notice of Withdrawal, you will only be able to make a new election thereafter using the paper election method.

This manual election process (along with other changes described in last week’s email to you) is described in the Company’s Offer to Exchange document as amended October 1, 2009. You may access the amended Offer to Exchange document by going to the Welcome Page of the Exchange Program website at www.myxeta.com and clicking on “Offer to Exchange . . . as amended October 1, 2009” in the list of documents. We will also provide you with a hard copy of this document at your request. Requests may be directed to Kim Hodge at kim.hodge@xeta.com or to question.optionexchange@xeta.com.

Sincerely,

Greg Forrest

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