SC TO-I/A 1 apr0302_to.txt As filed with the Securities and Exchange Commission on April 4, 2002 Registration No. 005-48829 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------- AFFYMETRIX, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ----------------------------- Certain Options under Affymetrix, Inc. Amended and Restated 1993 Stock Plan Affymetrix, Inc. 1998 Stock Incentive Plan Affymetrix/Genetic MicroSystems 1998 Stock Option Plan Affymetrix/Neomorphic 1998 Stock Option Plan Affymetrix, Inc. Amended and Restated 2000 Equity Incentive Plan (Title of Class of Securities) ----------------------------- * (CUSIP Number of Class of Securities) ----------------------------- Copies to: Barbara A. Caulfield, Esq. Executive Vice President and General Counsel Affymetrix, Inc. 3380 Central Expressway Santa Clara, CA 95051 Tel: (408) 731-5000 Jean M. McLoughlin, Esq. Davis Polk & Wardwell 1600 El Camino Real Menlo Park, CA 94025 Tel: (650) 752-2000 Fax: (650) 752-2111 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) |_| 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: |_| * There is no trading market or CUSIP Number for the options. The CUSIP Number for the underlying common stock is 000826T108. ================================================================================ INTRODUCTORY STATEMENT This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO relating to our offer to exchange options to purchase shares of our common stock, par value $.01 per share, held by current employees (excluding officers as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company or its wholly owned subsidiaries. Item 11. Additional Information Item 11 is hereby amended and supplemented as follows: (b) Other Material Information On April 4, 2002, Affymetrix, Inc. e-mailed the announcement contained in Exhibit (a)(5) to its employees. The information set forth in Exhibit (a)(5) is incorporated herein by reference. Item 12. Exhibits Item 12 is hereby amended and supplemented to add the following exhibit: (a)(1)(A) Offer to Exchange dated March 7, 2002 (a)(5) E-mail Communication to Affymetrix, Inc. Employees dated April 4, 2002 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. Affymetrix, Inc. By: /s/ Barbara A. Caulfield ------------------------------------- Name: Barbara A. Caulfield Title: Executive Vice President and General Counsel Date: April 4, 2002 INDEX TO EXHIBITS Exhibit Number Description (a)(1)(A) Offer to Exchange dated March 7, 2002 (a)(5) E-mail Communication to Affymetrix, Inc. Employees dated April 4, 2002