SC TO-I 1 dsctoi.txt ADTRAN As filed with the Securities and Exchange Commission on January 28, 2002 ---------------------------------------------------- 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 ------------------------------------ ADTRAN, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ------------------------------------ Certain Options Under the ADTRAN, Inc. Amended and Restated 1996 Employees Incentive Stock Option Plan, as Amended, the ADTRAN, Inc. Amended and Restated 1995 Directors Stock Option Plan, as Amended, and the ADTRAN, Inc. 1986 Employee Incentive Stock Option Plan, as Amended, to Purchase Common Stock, Par Value $0.01 Per Share, That Have an Exercise Price of $40.00 Per Share or Greater (Title of Class of Securities) ------------------------------------ 00738A 10 6 (CUSIP Number of Class of Securities) (Underlying Common Stock) ------------------------------------ Mark C. Smith Chairman of the Board and Chief Executive Officer ADTRAN, Inc. 901 Explorer Boulevard Huntsville, Alabama 35806-2807 (256) 963-8000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) ------------------------------------ The Commission is requested to mail copies of all orders, notices and communications to: James L. North, Esq. Thomas Wardell, Esq. James L. North & Associates Long Aldridge & Norman LLP 700 Title Building 303 Peachtree Street, Suite 5300 300 21/st/ Street North Atlanta, Georgia 30308 Birmingham, Alabama 35203-3322 (404) 527-4000 (205) 251-0252 --------------------------------------------- CALCULATION OF FILING FEE ============================================================================== Transaction Valuation* Amount of Filing Fee ---------------------- -------------------- ------------------------------------------------------------------------------ $54,822,416 $10,965 ============================================================================== *Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,490,400 shares of common stock of ADTRAN, Inc. having an aggregate value of $54,822,416 as of January 23, 2002 will be exchanged pursuant to this offer. The aggregate value of such 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 1/50th of one percent of the value of the transaction. [_] 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. Form or Registration No.: Not applicable. Filing party: 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. [_] 2 ITEM 1. Summary Term Sheet. ------------------ The information set forth under "Summary Term Sheet" in the Offer to Exchange dated January 28, 2002 (the "Offer to Exchange"), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference. ITEM 2. Subject Company Information. --------------------------- (a) Name and Address. The name of the issuer is ADTRAN, Inc., a Delaware corporation ("ADTRAN" or the "Company"). The Company's principal executives offices are located at 901 Explorer Boulevard, Huntsville, Alabama 35806-2807, and its telephone number is (256) 963-8000. The information set forth in the Offer to Exchange under "Information Concerning ADTRAN" is incorporated herein by reference. (b) Securities. This Schedule TO relates to an offer by the Company to exchange all options outstanding under the ADTRAN, Inc. Amended and Restated 1996 Employees Incentive Stock Option Plan, as amended, the ADTRAN, Inc. Amended and Restated 1995 Directors Stock Option Plan, as amended, and the ADTRAN, Inc. 1986 Employee Incentive Stock Option Plan, as amended (collectively, the "Stock Incentive Plans"), to purchase shares of the Company's common stock, par value $.01 per share (the "Common Stock"), having an exercise price of at least $40.00 and granted prior to September 30, 2000, and which are held by option holders who have not received options after July 23, 2001 (the "Eligible Options") for new options (the "New Options") to purchase shares of the Common Stock to be granted under the Stock Incentive Plans, upon the terms and subject to the conditions described in the Offer to Exchange and the related Election Form Concerning Exchange of Stock Options (the "Election Form"). The Election Form and the Offer to Exchange, as they may be amended from time to time, are together referred to as the "Offer." For each Eligible Option tendered and accepted for exchange, the tendering option holder will receive a New Option exercisable for a number of shares of Common Stock equal to three shares for every four shares that were subject to the tendered Eligible Option, plus the number of remaining shares, if any, to the extent that the number of shares subject to the tendered Eligible Option is not divisible by four, in each case as adjusted for any stock splits, reverse stock splits, stock dividends and similar events. The information set forth in the Offer to Exchange under "Summary Term Sheet," "Introduction," Section 1 ("Number of Options; Expiration Date"), Section 5 ("Acceptance of Options for Exchange and Issuance of New Options") and Section 8 ("Source and Amount of Consideration; Terms of New Options") is incorporated herein by reference. (c) Trading Market and Price. The information set forth in the Offer to Exchange under Section 7 ("Price Range of Common Stock Underlying the Options") is incorporated herein by reference. ITEM 3. Identity and Background of Filing Person. ---------------------------------------- (a) Name and Address. ADTRAN is the filing person. The information set forth under Item 2(a) above is incorporated herein by reference. The information set forth in Schedule A to the Offer of Exchange is incorporated herein by reference. ITEM 4. Terms of the Transaction. ------------------------ (a) Material Terms. The information set forth in the Offer to Exchange on the introductory pages and under "Summary Term Sheet," "Introduction," Section 1 ("Number of Options; Expiration Date"), Section 3 ("Procedures for Tendering Options"), Section 4 ("Withdrawal Rights"), Section 5 ("Acceptance of Options for Exchange and Issuance of New Options"), Section 6 ("Conditions 3 of the Offer"), Section 8 ("Source and Amount of Consideration; Terms of New Options"), Section 11 ("Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer"), Section 12 ("Legal Matters; Regulatory Approvals"), Section 13 ("Material U.S. Federal Income Tax Consequences"), and Section 14 ("Extension of Offer; Termination; Amendment") is incorporated herein by reference. (b) Purchases. The information set forth in the Offer to Exchange under Section 2 ("Purpose of the Offer") and Section 10 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options") is incorporated herein by reference. ITEM 5. Past Contacts, Transactions, Negotiations and Agreements. -------------------------------------------------------- (a) Agreements Involving the Subject Company's Securities. The information set forth in the Offer to Exchange under Section 2 ("Purpose of the Offer") and Section 10 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options") is incorporated herein by reference. ITEM 6. Purposes of the Transaction and Plans or Proposals. -------------------------------------------------- (a) Purposes. The information set forth in the Offer to Exchange under Section 2 ("Purpose of the Offer") is incorporated herein by reference. (b) Use of Securities Acquired. The information set forth in the Offer to Exchange under Section 5 ("Acceptance of Options for Exchange and Issuance of New Options") and Section 11 ("Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer") is incorporated herein by reference. (c) Plans. The information set forth in the Offer to Exchange under Section 2 ("Purpose of the Offer") is incorporated herein by reference. ITEM 7. Source and Amount of Funds or Other Consideration. ------------------------------------------------- (a) Source of Funds. The information set forth in the Offer to Exchange under Section 8 ("Source and Amount of Consideration; Terms of New Options") and Section 15 ("Fees and Expenses") is incorporated herein by reference. (b) Conditions. The information set forth in the Offer to Exchange under Section 6 ("Conditions of the Offer") is incorporated herein by reference. (d) Borrowed Funds. Not applicable. ITEM 8. Interests in Securities of the Subject Company. ---------------------------------------------- (a) Securities Ownership. The information set forth in the Offer to Exchange under Section 10 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options") is incorporated herein by reference. (b) Securities Transactions. The information set forth in the Offer to Exchange under Section 10 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options") is incorporated herein by reference. 4 ITEM 9. Persons/Assets, Retained, Employed, Compensated or Used. ------------------------------------------------------- (a) Solicitations or Recommendations. Not applicable. ITEM 10. Financial Statements. -------------------- (a) Financial Information. The information set forth in the Offer to Exchange under Section 9 ("Information Concerning ADTRAN") and Section 16 ("Additional Information"); pages 21 through 34 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; and pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2001 is incorporated herein by reference. (b) Pro Forma Information. Not applicable. ITEM 11. Additional Information. ---------------------- (a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Exchange under Section 10 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options") and Section 12 ("Legal Matters; Regulatory Approvals") is incorporated herein by reference. (b) Other Material Information. Not applicable. ITEM 12. Exhibits. -------- (a)(1)(A) Offer to Exchange, dated January 28, 2002 (a)(1)(B) Form of Election Form Concerning Exchange of Stock Options (a)(1)(C) Form of Letter to Eligible Option Holders (a)(1)(D) Email Communication to Eligible Option Holders dated January 28, 2002 (a)(1)(E) Press Release dated January 28, 2002 Announcing the Offer (a)(1)(F) Form of Email Confirmation of Receipt of Election Form (a)(1)(G) Form of Notice of Withdrawal (b) Not applicable (d)(1) ADTRAN, Inc. Amended and Restated 1996 Employees Incentive Stock Option Plan, as amended (d)(2) ADTRAN, Inc. Amended and Restated 1995 Directors Stock Option Plan, as amended (d)(3) ADTRAN, Inc. 1986 Employee Incentive Stock Option Plan, as amended (g) Not applicable (h) Not applicable 5 ITEM 13. Information Required by Schedule 13E-3. -------------------------------------- Not applicable. 6 SIGNATURES 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: January 28, 2002 ADTRAN, Inc. By: /s/ Mark C. Smith --------------------------------- Mark C. Smith Chairman of the Board and Chief Executive Officer 7 EXHIBIT INDEX ITEM 14. Exhibits. (a)(1)(A) Offer to Exchange, dated January 28, 2002 (a)(1)(B) Form of Election Form Concerning Exchange of Stock Options. (a)(1)(C) Form of Letter to Eligible Option Holders (a)(1)(D) Email Communication to Eligible Option Holders dated January 28, 2002 (a)(1)(E) Press Release dated January 28, 2002 Announcing the Offer (a)(1)(F) Form of Email Confirmation of Receipt of Election Form (a)(1)(G) Form of Notice of Withdrawal (d)(1) ADTRAN, Inc. Amended and Restated 1996 Employees Incentive Stock Option Plan, as amended (d)(2) ADTRAN, Inc. Amended and Restated 1995 Directors Stock Option Plan, as amended (d)(3) ADTRAN, Inc. 1986 Employee Incentive Stock Option Plan, as amended 8