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