-----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, Bk+HNegokfZQr1Jp5HFVq7ZAgzkRUOKtBpXz5L8pgLaZhj/3S0UYbWrgE8C/B0Y5 r1N++b+yqllrD0OzBwbMqw== 0000912057-02-026757.txt : 20020709 0000912057-02-026757.hdr.sgml : 20020709 20020709172341 ACCESSION NUMBER: 0000912057-02-026757 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42223 FILM NUMBER: 02699074 BUSINESS ADDRESS: STREET 1: 111 LOCKE DR CITY: MARLBOROUGH STATE: MA ZIP: 01757 BUSINESS PHONE: 5084816700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 111 LOCKE DR CITY: MARLBOROUGH STATE: MA ZIP: 01757 BUSINESS PHONE: 5084816700 SC TO-I/A 1 a2083811zscto-ia.txt SC TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE TO (RULE 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 ------------------- SEPRACOR INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ------------------- Options to Purchase Common Stock, $0.10 Par Value Per Share, Having an Exercise Price of $18.00 or more Per Share (Title of Class of Securities) ------------------- 817315 10 4 (CUSIP Number of Class of Securities) (Underlying Common Stock) ------------------- Timothy J. Barberich Chairman and Chief Executive Officer Sepracor Inc. 84 Waterford Drive, Marlborough, Massachusetts 01752 Telephone: (508) 481-6700 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: Mark G. Borden, Esq. Susan W. Murley, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Telecopy: (617) 526-5000 ------------------- CALCULATION OF FILING FEE =============================================================================== TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2) - ------------------------------------------------------------------------------- $26,825,269 $2,468 =============================================================================== (1) Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 5,348,238 shares of common stock of Sepracor Inc. having a weighted average exercise price of $45.38 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. (2) Previously paid. The amount of the filing fee is calculated at $92 per $1,000,000 of the Transaction Value. |_| Check 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. Filing party: Not applicable. Form or Registration No.: Not applicable. Date filed: Not applicable. |_| 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: |_| INTRODUCTORY STATEMENT This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by Sepracor Inc. (the "Company") with the Securities and Exchange Commission on June 17, 2002 and as amended on July 3, 2002 (the "Schedule TO") relating to an option exchange program being conducted by the Company for compensatory purposes. This Amendment No. 2 includes as Exhibit (a)(7), Email Communication to Employees in Connection with the Offer to Exchange, dated July 9, 2002. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented to add Exhibit (a)(7), Email Communication to Employees in Connection with the Offer to Exchange, dated July 9, 2002, which is filed herewith. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct. SEPRACOR INC. /s/ Robert F. Scumaci ------------------------------------- Robert F. Scumaci Executive Vice President, Finance and Administration and Treasurer Date: July 9, 2002 2 EXHIBIT INDEX Exhibit NUMBER DESCRIPTION (a) (7) Email Communication to Employees in Connection with the Offer to Exchange, dated July 9, 2002. 3 EX-99.(A)(7) 3 a2083958zex-99_a7.txt EXHIBIT 99(A)(7) Exhibit 99(a)(7) The following is the text of an email sent on July 9, 2002 by Robert F. Scumaci, Sepracor Inc.'s Executive Vice President, Finance and Administration and Treasurer, to all of the full-time and part-time employees of Sepracor Inc. and Sepracor Inc.'s wholly-owned subsidiaries. Filed by: Sepracor Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c) of the Securities Exchange Act of 1934 Subject Company: Sepracor Inc. Exchange Act File No. 0-19410 Dear Sepracor Employee: This communication is a reminder to all full and part-time employees of Sepracor and of its wholly-owned subsidiaries eligible to participate in Sepracor's stock option exchange program. The stock option exchange program has been made under the terms and subject to the conditions set forth in the Offer to Exchange Outstanding Options, dated June 17, 2002, as amended on July 3, 2002, including Summary Term Sheet, which was originally delivered to you on June 17, 2002 (the "Offer to Exchange Document"). The Offer to Exchange Document and other documents in connection with the stock option exchange program, including the Election Form and the Withdrawal Form, are accessible on the Finance Portal of Sepracor's Intranet and are identified there as "Stock Option Repricing." Sepracor has also filed these materials with the Securities and Exchange Commission ("SEC") as part of a tender offer statement and you may obtain these materials and other documents filed by Sepracor with the SEC for free from the SEC's web site at www.sec.gov. Before you decide whether to exchange any of your options, please be sure to carefully read the entire Offer to Exchange Document and other filed documents as they contain important information about the stock option exchange program. If you need a current stock option statement, you may request one from AST/Salomon Smith Barney in the following ways: 1. Internet Access at: www.aststockplan.com; or www.benefitaccess.com 2. Voice Response: 800-367-4777 3. Customer Service: 800-235-1205 ext. 9533 or 888-980-6456 In order to elect to exchange your eligible stock options, it is a requirement that you properly complete and deliver a signed copy of the Election Form to Melissa Klinkhamer in Human Resources, by fax at 508-357-7498, or hand delivery or regular overnight mail to 84 Waterford Drive, Marlborough, MA 01752. For the Election Form, the number requested as the "Option Number" is the same as the "Grant Number" on your stock option statement. The information requested under the "Name of the Plan" will be the stock option plan under which your eligible options were originally granted and will be designated by the year of the plan as set forth on your stock option statement, for example: The 1991 or 2000 Plan. The deadline for receipt of the Election Form is no later than 5:00 P.M., Eastern Daylight Time, on July 17, 2002. You will also have an opportunity to change or withdraw your election at any time before the offer expires. To change or withdraw your election, you must deliver a properly completed and signed copy of the Withdrawal Form to Melissa Klinkhamer by 5:00 P.M., Eastern Daylight Time, on July 17, 2002. If Human Resources does not receive a signed Election Form from you by 5:00 P.M., Eastern Daylight Time, on July 17, 2002, you will not be able to participate in this stock option exchange program. Please make note of the deadline, as no exceptions may be made to it. To submit administrative questions with regard to this offer, please send an email message to: exchangeprogram@sepracor.com. You should seek independent financial and legal advice if you have any questions regarding the stock option exchange program or whether you should participate. Regards, Bob Scumaci Executive Vice President, Finance and Administration And Treasurer -----END PRIVACY-ENHANCED MESSAGE-----