SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(RULE 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SYMMETRICOM, INC.

(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))

OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(TITLE OF CLASS OF SECURITIES)

871543104

(CUSIP NUMBER OF CLASS OF SECURITIES)

THOMAS W. STEIPP

PRESIDENT AND CHIEF EXECUTIVE OFFICER

SYMMETRICOM, INC.

2300 ORCHARD PARKWAY

SAN JOSE, CALIFORNIA 95131-1017

(408) 433-0910

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE

NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON)

COPY TO:

ORA T. FISHER, ESQ.

LATHAM & WATKINS LLP

135 COMMONWEALTH DRIVE

MENLO PARK, CALIFORNIA 94025

(650) 328-4600

¨ 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. 3 amends and supplements the Tender Offer on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on May 28, 2003 by Symmetricom, Inc., a Delaware corporation (“Symmetricom”), as amended by the Tender Offer on Schedule TO/A (“Amendment No. 1”) filed with the Securities and Exchange Commission on June 2, 2003 by Symmetricom and as amended by the Tender Offer on Schedule TO/A (“Amendment No. 2”) filed with the Securities and Exchange Commission on June 11, 2003 by Symmetricom relating to the two concurrent offers by Symmetricom to its employees, for compensatory purposes, to:

(1)  purchase for cash, without interest thereon, from its eligible employees all outstanding stock options with exercise prices of $8.00 or greater that were granted under the Symmetricom 1999 Employee Stock Option Plan (the Symmetricom 1999 Plan) or the Datum, Inc. 1994 Incentive Stock Plan (the Datum Plan); and

(2)  exchange for shares of restricted stock that will be granted under the Symmetricom 1999 Plan all outstanding options to purchase shares of the Company’s common stock held by certain officers of the Company and granted under either the Symmetricom 1999 Plan or the Datum Plan with exercise prices of $8.00 or greater.

Item 12 to Symmetricom’s Schedule TO is amended and supplemented to add new exhibits, Exhibit 12(a)(1)(xxiii) and Exhibit 12(a)(1)(xxiv), which are filed with this Amendment No. 3 to Schedule TO:

Item 12.  Exhibits

(a)(1)(xxiii)	Press Release dated June 17, 2003
(a)(1)(xxiv)	Press Release dated June 17, 2003

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.

Dated:  June 17, 2003	SYMMETRICOM, INC.
	By:	/s/  Thomas W. Steipp
	Name:	Thomas W. Steipp
	Title:	Chief Executive Officer and President

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
(a)(1)(xxiii)	Press Release dated June 17, 2003
(a)(1)(xxiv)	Press Release dated June 17, 2003

EX-99.(A)(1)(XXIII)

EXHIBIT (a)(1)(xxiii)

2300 Orchard Parkway San Jose, CA 95131-1017 Tel: (408) 433-0910 Fax: (408) 428-7998	NEWS RELEASE
For more information contact:
Bill Slater	Ellen Brook
Symmetricom, Inc.	Stapleton Communications Inc.
(408) 428-7801	(650) 470-0200
bslater@symmetricom.com	ellen@stapleton.com
www.symmetricom.com

Symmetricom Discontinues Operations of Trusted Time Division

San Jose, Calif. – June 17, 2003 — Symmetricom, Inc. (Nasdaq:SYMM), the world’s leader in network synchronization and timing, today announced that it is discontinuing the operation of its Lexington, MA-based Trusted Time Division as part of the company’s post-acquisition consolidation process. The company will close its 7200 square foot Lexington facility at the end of this month and transfer personnel not directly involved with the Trusted Time Division to Symmetricom’s Beverly, Massachusetts facility. The division, acquired as part of Symmetricom’s acquisition of Datum, Inc. in October 2002, currently employs 11 people.

“A key goal behind our recent acquisitions was to grow our core businesses or provide a new capability to our existing customers,” explained Tom Steipp, CEO of Symmetricom. “After careful analysis, we’ve concluded that the security-oriented Trusted Time business model did not meet these criteria and would have been difficult for us to exploit in a manner consistent with our profitability targets.”

Net sales for the division in the company’s most recent quarter (FY’Q3) was $252,000, with quarterly operating expenses of approximately $1.0 million. Symmetricom had been reviewing strategic alternatives, including seeking potential buyers. The company expects to take certain charges in the fourth fiscal quarter related to the discontinuance of this operation including a non-cash impairment charge of approximately $13 million in purchased goodwill and intangibles associated with this business.

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Symmetricom Discontinues Operations of Trusted Time Division

June 17, 2003

Trusted Time products and services will no longer be promoted for new customers, but existing customers will be provided support per their current support contracts.

Trusted Time, initially called the eBusiness Division, was founded in 1999 when Datum, Inc. acquired Digital Delivery of Lexington, MA and integrated it with Datum-Bancomm of San Jose, CA. Symmetricom acquired Datum in October, 2002. In April of this year, Symmetricom announced that it had broken out the Trusted Time hardware-based network time server product line, which brought in the majority of divisional revenues, and integrated it with a similar line from TrueTime, Inc., into Symmetricom’s Timing, Test and Measurement Division.

Integration of Broadband Network Division into Telecom Solutions Division

In a separate announcement, Symmetricom also announced today that it will be integrating its Broadband Network Division into the company’s Telecom Solutions Division. For more information, see the June 17, 2003 press release entitled, “Symmetricom Integrates Broadband Network Division into Telecom Solutions Division.”

This press release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by those Sections. These forward-looking statements include statements concerning the post-acquisition consolidation process and the magnitude of impairment charges. Symmetricom’s actual results could differ materially from those projected or suggested in these forward-looking statements. Factors that could cause future actual results to differ materially from the results projected in or suggested by such forward-looking statements include: reduced rates of demand for synchronization and timing solutions and high-bandwidth applications worldwide; delays in consolidation of operations; increased competition; timing, cancellation or delay of customer orders; failure of new products to pass lab and field testing; difficulties in manufacturing products to specification; customer acceptance of new products; customer delays in qualification of key new products; and the risk factors listed from time to time in Symmetricom’s reports filed with the Securities and Exchange Commission, including but not limited to, the report on Form 10-K for the year ended June 30, 2002 and the reports on Form 10-Q for the quarter ended December 31, 2002 and March 31, 2003.

About Symmetricom

Symmetricom is the leading worldwide supplier of atomic clocks and network synchronization and timing solutions. The company designs, manufactures, markets and provides services for wireline and wireless network synchronization; space, defense and aerospace systems; network time servers; as well as G.shdsl-based broadband network equipment for telecom, government and enterprise markets. Symmetricom is based in San Jose, Calif., with offices worldwide. For more information, visit http://www.symmetricom.com.

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EX-99.(A)(1)(XXIV)

EXHIBIT (a)(1)(xxiv)

2300 Orchard Parkway San Jose, CA 95131-1017 Tel: (408) 433-0910 Fax: (408) 428-7998	NEWS RELEASE
For more information contact:
Bill Slater	Ellen Brook
Symmetricom, Inc.	Stapleton Communications Inc.
(408) 428-7801	(650) 470-0200
bslater@symmetricom.com	ellen@stapleton.com
www.symmetricom.com

Symmetricom Integrates Broadband Network Division into Telecom Solutions Division

Restructuring telecom-related activities preserves revenue opportunity while significantly reducing overhead and expenses

San Jose, Calif. – June 17, 2003 – Symmetricom, Inc. (Nasdaq:SYMM), the leading worldwide supplier of atomic clocks and network synchronization solutions, today announced the integration of its Broadband Network Division (BND), which is focused on the development and sale of G.shdsl products, into the company’s Telecom Solutions Division (TSD).

This integration is expected to preserve the emerging G.shdsl market opportunities that the company has been pursuing, while leveraging the significant marketing, sales and R&D infrastructure of the company’s sync and timing business. The newly integrated operation will be managed by Rick Stroupe, executive vice president and general manager of the Telecom Solutions Division.

The Broadband Network Division forged strong G.shdsl technology relationships with leading DSLAM vendors, including Alcatel, Lucent, Marconi and Nokia. As a result, BND is engaged in over 70 lab trials and early G.shdsl deployments worldwide.

“I’m proud that we achieved our initial goals of building a suite of world-class G.shdsl products, certifying interoperability with key central office equipment, and winning wide acceptance and acclaim within the major telecom service providers,” said Tom Steipp, chief executive officer. “With this strong foothold, it’s an excellent time to open up our mainstream TSD sales and marketing groups to G.shdsl to increase our potential for success while gaining significant synergy on the expense side.”

The San Jose-based Broadband Network Division was formed in 2000. The division has been focused on the development of G.shdsl broadband network solutions for delivery of high-speed symmetrical broadband-over-copper. Symmetricom’s GoWide^™ solutions, including the industry’s first 4.6, 9.2 and 18.4Mbps products, as well as products dedicated for 3G backhaul over ATM,

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Symmetricom Integrates Broadband Network Division into Telecom Solutions Division

June 17, 2003 – Page 2

allow global network service providers to leverage their existing copper infrastructures to meet demand and create new revenue streams beyond T1/E1.

Symmetricom expects to take an after-tax charge to earnings as a result of reductions-in-force at the Broadband Network Division and impairment of intangibles for purchased technology. The company expects to realize a reduction in operating expenses of approximately $1M per quarter going forward.

Closure of Trusted Time Division

In a separate announcement, Symmetricom also announced today that it will be ceasing operations of its Trusted Time Division. For more information, see the June 17, 2003 press release entitled, “Symmetricom Discontinues Operations of Trusted Time Division.”

This press release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by those Sections. These forward-looking statements include statements concerning the G.shdsl product market and the magnitude of charges and operating expense reductions resulting from the integration of the Broadband Network Division. Symmetricom’s actual results could differ materially from those projected or suggested in these forward-looking statements. Factors that could cause future actual results to differ materially from the results projected in or suggested by such forward-looking statements include: reduced rates of demand for synchronization and timing solutions and high-bandwidth applications worldwide; delays in consolidation of operations; increased competition; timing, cancellation or delay of customer orders; failure of new products to pass lab and field testing; difficulties in manufacturing products to specification; customer acceptance of new products; customer delays in qualification of key new products; and the risk factors listed from time to time in Symmetricom’s reports filed with the Securities and Exchange Commission, including but not limited to, the report on Form 10-K for the year ended June 30, 2002 and the reports on Form 10-Q for the quarter ended December 31, 2002 and March 31, 2003.

About Symmetricom

Symmetricom is the leading worldwide supplier of atomic clocks and network synchronization and timing solutions. The company designs, manufactures, markets and provides services for wireline and wireless network synchronization; space, defense and aerospace systems; network time servers; as well as G.shdsl-based broadband network equipment for telecom, government and enterprise markets. Symmetricom is based in San Jose, Calif., with offices worldwide. For more information, visit http://www.symmetricom.com.

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