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
MICROTUNE, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror)
Options to Purchase Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
031652100
(CUSIP Number of Class of Securities of Underlying Common Stock)
Nancy A. Richardson
Chief Financial Officer
Microtune, Inc.
2201 10th Street
Plano, Texas 75074
(972) 673-1600
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
Copies to:
P. Steven Hacker, Esq.
Baker Botts L.L.P.
98 San Jacinto
1500 San Jacinto Center
Austin, Texas 78701
(512) 322-2500
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$16,322,206 $1,502.00
*Calculated solely for purposes of determining the filing fee. This
amount assumes that options to purchase 1,884,413 shares of common
stock of Microtune, Inc. having an aggregate value of $16,322,906 as
of October 1, 2002 will be exchanged and/or cancelled 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(b) of the Securities Exchange
Act of 1934, as amended.
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 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: [_]
TABLE OF CONTENTS
-----------------
Item 1. Summary Term Sheet.
---------------------------
Item 2. Subject Company Information.
------------------------------------
Item 3. Identity and Background of Filing Person.
-------------------------------------------------
Item 4. Terms of the Transaction.
---------------------------------
Item 5. Past Contacts, Transactions, Negotiations and Arrangements.
-------------------------------------------------------------------
Item 6. Purposes of the Transaction and Plans or Proposals.
-----------------------------------------------------------
Item 7. Source and Amount of Funds or Other Consideration.
----------------------------------------------------------
Item 8. Interest in Securities of the Subject Company.
------------------------------------------------------
Item 9. Person/Assets, Retained, Employed, Compensated or Used.
---------------------------------------------------------------
Item 10. Financial Statements.
------------------------------
Item 11. Additional Information.
--------------------------------
Item 12. Exhibits.
------------------
Item 13. Information Required by Schedule 13E-3.
------------------------------------------------
SIGNATURE
---------
INDEX TO EXHIBITS
-----------------
Item 1. Summary Term Sheet.
The information set forth under the caption "Summary Term Sheet" in the
Offer to Exchange, dated October 1, 2002 ("Offer to Exchange"), a copy of which
is attached hereto as Exhibit (a)(1), is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
The name of the issuer is Microtune, Inc., a Delaware corporation
("Microtune" or the "Company"). The address of Microtune's principal executive
office is 2201 10th Street, Plano, Texas 75074 and the telephone number at
that address is (972) 673-1600.
(b) Securities.
This Tender Offer Statement on Schedule TO relates to an offer by the
Company to exchange all options outstanding under the Microtune, Inc. 1996 Stock
Option Plan, the Microtune, Inc. 2000 Stock Plan, the Transilica Inc. 2000 Stock
Option, Deferred Stock and Restricted Stock Plan and the Transilica Inc. 2001
Amended and Restated Equity Incentive Plan to purchase shares of the Company's
Common Stock, par value $0.001 per share ("Option Shares"), held by eligible
employees for new options that will be granted under the 2000 Stock Plan upon
the terms and subject to the conditions set forth under "The Offer" in the Offer
to Exchange. As of October 1, 2002, options to purchase 6,779,708 of our shares
of Common Stock were issued and outstanding, all of which were held by eligible
employees. All options held by eligible employees, are eligible for the offer to
exchange.
An "eligible employee" refers to all employees of Microtune and its
subsidiaries who are employees of Microtune or one of our subsidiaries at the
time this offer commences and at the time the tendered options are cancelled but
who are not members of the Board of Directors of Microtune. The information set
forth in the Offer to Exchange under the captions "Summary Term Sheet,"
"Introduction," and the sections under the caption "the Offer" entitled "Number
of Options; Expiration Date," "Acceptance of Options for Exchange and Issuance
of New Options," "Source and Amount of Consideration," and "Terms of New
Options" is incorporated herein by reference.
(c) Trading Market and Price.
The information set forth in the Offer to Exchange under the caption "The
Offer - Price Range of Shares Underlying the Options" is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
The filing person is the issuer. We refer you to the information set forth
under Item 2(a) above. The list of the issuer's executive officers and directors
set forth in Item 13 of the Offer to Exchange is incorporated herein by
reference.
Item 4. Terms of the Transaction.
(a) Material Terms.
The information set forth in the Offer to Exchange under the captions
"Summary Term Sheet," "Introduction," and the sections under the caption "The
Offer" entitled "Eligibility," "Number of Options; Expiration Date," "Procedures
for Tendering Options," "Withdrawal Rights and Change of Election," "Acceptance
of Options for Exchange and Issuance of New Options," "Conditions of the Offer,"
"Source and Amount of Consideration," "Effect of Change of Control Prior to the
Granting of New Options," "Terms of New Options," "Status of Options Acquired by
Us in the Offer; Accounting Consequences of the Offer," "Legal Matters;
Regulatory Approvals," "Material U.S. Federal Income Tax Consequences,"
"Material Non-US Tax Consequences" and "Extension of Offer; Termination;
Amendment" are incorporated herein by reference.
(b) Purchases.
Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Arrangements.
(e) Agreements Involving the Subject Company's Securities.
Not applicable.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes.
The information set forth in the Offer to Exchange under the caption "The
Offer - Purpose of the Offer" is incorporated herein by reference.
(b) Use of Securities Acquired.
The information set forth in the Offer to Exchange under the captions "The
Offer - Acceptance of Options for Exchange and Issuance of New Options" and "The
Offer - 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 the caption "The
Offer - 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 the caption "The
Offer - Source and Amount of Consideration," and "Terms of New Options" is
incorporated herein by reference.
(b) Conditions.
Not applicable.
(d) Borrowed Funds.
Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) Securities Ownership.
Not applicable.
(b) Securities Transactions.
Not applicable.
Item 9. Person/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 the captions "The
Offer - Financial Information" and "The Offer - Additional Information" and in
Microtune's Annual Report on Form 10-K, for its fiscal year ended December 31,
2001 and in Microtune's Quarterly Report on Form 10-Q for its fiscal quarter
ended September 30, 2002, are incorporated herein by reference. A copy of the
financial statements contained in the Annual Report on Form 10-K for the fiscal
year ended December 31, 2001; and the Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2002 will be made available upon request by
any potential participants of this Offer. The full texts of the Annual Report on
Form 10-K and the Quarterly Report on Form 10-Q as well as the other documents
Microtune has filed with the Commission prior to or will file with the
Commission subsequent to the filing of this Tender Offer Statement on Schedule
TO can be accessed electronically on either the Commission's website at
http://www.sec.gov or Microtune's website at http://www.Microtune.com.
(b) Pro Forma Information.
Not applicable.
(c) Summary Information.
Not applicable.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
The information set forth in the Offer to Exchange under the caption "The
Offer - Legal Matters; Regulatory Approvals" is incorporated herein by
reference.
(b) Other Material Information.
Not applicable.
Item 12. Exhibits.
(a) (1) Offer to Exchange Certain Outstanding Options for New Options
dated October 1, 2002.
(2) E-Mail from Douglas J. Bartek to Microtune's employees dated
October 2, 2002.
(3) Letter from Douglas J. Bartek to Microtune's employees dated
October 1, 2002.
(4) Election Form.
(5) Form of Promise to Grant New Stock Option.
Microtune, Inc.'s Annual Report on Form 10-K, as amended for its
(6) fiscal year ended December 31, 2001, filed with the Securities
and Exchange Commission on March 13, 2002 and incorporated herein
by reference.
Microtune, Inc.'s Quarterly Report on Form 10-Q for its fiscal
(7) quarter ended September 30, 2002, filed with the Securities and
Exchange Commission on November 12, 2002 and incorporated herein
by reference.
(8) Form of Option Grant Detail Report.
(b) Not applicable.
(d) (1) Microtune, Inc. 1996 Stock Option Plan and form of agreement
thereunder incorporated herein by reference to the Company's
Registration Statement on Form S-8 filed on 10/10/00 (File No.
333-47646).
(2) Microtune, Inc. 2000 Stock Plan and form of agreement thereunder
incorporated herein by reference to the Company's Registration
Statement on Form S-8, as amended filed on 10/10/00 and amended
on 2/13/01 (File Nos. 333-47646; 333-55504).
(3) Transilica Inc. 2000 Stock Option, Deferred Stock and Restricted
Stock Plan and form of agreement thereunder incorported herein by
reference to the Company's Registration Statement on Form S-8
filed 12/7/01 (File No. 333-74768).
(4) Transilica Inc. 2001 Amended and Restated Equity Incentive Plan
and form of agreement thereunder incorporated herein by reference
to the Company's Registration Statement on Form S-8 filed 12/7/01
(File No. 333-74768).
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
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.
MICROTUNE, INC.
/s/ Nancy A. Richardson
--------------------------------------
Nancy A. Richardson
Chief Financial Officer
Date: December 23, 2002
INDEX TO EXHIBITS
Exhibit
Number Description
-------------------------------------------------------------------------------------------------------------------
(a)(1) Offer to Exchange Certain Outstanding Options for New Options dated October 1, 2002.
(a)(2) E-Mail from Douglas J. Bartek to Microtune's employees dated October 2, 2002.
(a)(3) Letter from Douglas J. Bartek to Microtune's employees dated October 1, 2002.
(a)(4) Election Form.
(a)(5) Form of Promise to Grant New Stock Option.
(a)(6) Microtune, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2001, filed with the
Securities and Exchange Commission on March 13, 2002 and incorporated herein by reference.
(a)(7) Microtune, Inc.'s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002, filed
with the Securities and Exchange Commission on November 12, 2002 and incorporated herein by reference.
(a)(8) Form of Option Grant Detail Report.
(d)(1) Microtune, Inc. 1996 Stock Option Plan and form of agreement thereunder incorporated herein by
reference to the Company's Registration Statement on Form S-8 filed on 10/10/00 (File No. 2,935,841)
(d)(2) Microtune, Inc. 2000 Stock Plan and form of agreement thereunder incorporated herein by reference to
the Company's Registration Statement on Form S-8 on 10/10/00 and as amended on 2/13/01 (File No
333-47646 and 333-55504)
(d)(3) Transilica Inc. 2000 Stock Option, Deferred and Restricted Stock Plan and form of agreement
thereunder incorporated herein by reference to the Company's Registration Statement on Form S-8 filed
on 12/7/01 (File No 333-74768)
(d)(4) Transilica Inc. 2001 Amended and Restated Equity Incentive Plan and form of agreement thereunder
incorporated herein by reference to the Company's Registration Statement on Form S-8 filed 12/7/01
(File No. 333-74768).