UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
____________________
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
____________________
eGAIN COMMUNICATIONS CORPORATION
(Name of Subject Company (Issuer))
_____________________
eGAIN COMMUNICATIONS CORPORATION
(Name of Filing Person (Offeror))
Options to Purchase Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
_____________________
28225C103
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
____________________
ASHUTOSH ROY
Chief Executive Officer
eGain Communications Corporation
455 W. Maude Avenue
Sunnyvale, CA 94086
(408) 212-3400
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of
filing person)
Copy To:
STANLEY F. PIERSON, ESQ.
Pillsbury Winthrop LLP
2550 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
Transaction valuation* Amount of filing fee
--------------------------------------------------------------------------------
$6,994,967 $1,399
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase shares of common stock of eGain
Communications Corporation having a weighted average exercise price of
$1194 as of May 23, 2001 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.
[X] 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: $1,399
Form or Registration No.: Schedule TO
Filing Party: eGain Communications Corporation
Date Filed: May 24, 2001
[_] 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. 3 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule TO") filed with the Securities and Exchange Commission on
May 24, 2001, as amended by Amendment No. 1 thereto filed with the Securities
and Exchange Commission on June 15, 2001 and by Amendment No. 2 thereto filed
with the Securities and Exchange Commission on June 22, 2001, relating to our
offer to exchange certain options to purchase shares of our common stock, par
value $0.001 per share, having an exercise price of more than $4.00 for new
options to purchase shares of our common stock upon the terms and subject to the
conditions described in the Offer to Exchange dated May 24, 2001, and the
related cover letter and Summary of Terms. This Amendment No. 3 extends the
offer period by four days such that the offer shall expire at 12:00 midnight
Pacific Time on Friday, August 10, 2001 and provides that the Replacement Grant
Date is expected to occur within five business days of February 11, 2002.
Item 12. Exhibits.
A. The Offer to Exchange, dated May 24, 2001, attached to Schedule TO as
Exhibit (a)(1), as subsequently amended (the "Offer to Exchange") is further
amended to extend the offer period such that the offer shall expire at 12:00
midnight Pacific Time on Friday, August 10, 2001.
B. The Offer to Exchange is amended to provide that the Replacement Grant
Date is expected to occur within five business days of February 11, 2002.
C. The Election Form to Exchange Options, attached to Schedule TO as
Exhibit (a)(2), as subsequently amended (the "Election Form to Exchange
Options") is further amended to extend the offer period such that the Offer
shall expire at 12:00 midnight Pacific Time on Friday, August 10, 2001.
D. The Election Form to Exchange Options, is amended to provide that the
Replacement Grant Date is expected to occur within five business days of
February 11, 2002.
E. The Notice of Change in Election Form From Accept to Reject, attached
to Schedule TO as Exhibit (a)(3), as subsequently amended is further amended to
extend the offer period such that the offer shall expire at 12:00 midnight
Pacific Time on Friday, August 10, 2001.
F. The Notice of Change in Election Form From Reject to Accept, attached
to Schedule TO as Exhibit (a)(4), as subsequently amended is further amended to
extend the offer period such that the offer shall expire at 12:00 midnight
Pacific Time on Friday, August 10, 2001.
G. Item 12 of the Schedule TO is amended and restated to add a reference
to Exhibit (a)(11) which is attached hereto, as follows:
(a)(1) * Offer to Exchange, dated May 24, 2001, as amended June 15,
2001.
(a)(2) * Form of Election Form.
(a)(3) * Form of Change in Election Form from Accept to Reject.
(a)(4) * Form of Change in Election Form from Reject to Accept.
(a)(5) * Email communication to eGain employees dated May 23, 2001.
(a)(6) eGain Communications Corporation Annual Report on Form
10-K for its fiscal year ended June 30, 2000, filed with
the Securities and Exchange Commission on August 25, 2000
and incorporated herein by reference.
(a)(7) eGain Communications Corporation Quarterly Report on
Form 10-Q for its fiscal quarter ended March 31, 2001 and
filed with the Securities and Exchange Commission on May
15, 2001 and incorporated herein by reference.
(a)(8) * Slides that were shown to employees at meetings on June
12, 2001 and June 14, 2001 and are to be posted on the
Company's intranet.
(a)(9) * email communication to eGain employees dated June 21, 2001
regarding Employee Stock Option Exchange Program
(a)(10) * email communication to eGain employees dated June 21, 2001
regarding Extension to Employee Stock Option Exchange
Program (ESOEP).
(a)(11) email communication to eGain employees dated August 2,
2001 regarding Revised Extension Date for ESOEP.
(d)(1) * EGain Communications Corporation Amended and Restated 1998
Stock Option Plan, filed as Exhibit 10.3 to the Company's
Registration Statement on Form S-1 (File No. 333-83439)
initially filed with the Securities and Exchange
Commission on July 22, 1999 and subsequently amended, and
incorporated herein by reference.
(d)(2) * Form of Option Agreement Pursuant to the eGain
Communications Corporation Amended and Restated 1998 Stock
Option Plan, filed as Exhibit 10.3 to the Company's
Registration Statement on Form S-1 (File No. 333-83439)
initially filed with the Securities and Exchange
Commission on July 22, 1999 and subsequently amended, and
incorporated herein by reference.
(d)(3) * EGain Communications Corporation 2000 Non-Management Stock
Option Plan filed as Exhibit 10.11 to the Company's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on September 28, 2000 and incorporated herein
by reference.
(d)(4) * Form of Option Agreement pursuant to the eGain
Communications Corporation 2000 Non-Management Stock
Option Plan filed as Exhibit 10.11 to the Company's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on September 28, 2000 and incorporated herein
by reference.
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.
eGAIN COMMUNICATIONS CORPORATION
/s/ Harpreet Grewal
__________________________________________
Harpreet Grewal
Chief Financial Officer
Date: August 3, 2001
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
(a)(11) Email communication to eGain employees dated August 2, 2001
regarding Revised Extension Date for ESOEP.