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
ENGAGE, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE,
(Title of Class of Securities)
292827102
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
JOHN D. BARONE
PRESIDENT AND CHIEF OPERATING OFFICER
ENGAGE, INC.
100 BRICKSTONE SQUARE, 2ND FLOOR
ANDOVER, MASSACHUSETTS 01810
(978) 684-3884
(Name, address and telephone number of person
authorized to receive notices and communications on behalf
of filing person)
COPY TO:
DANIEL M. CARROLL BRIAN P. KEANE
VICE PRESIDENT AND GENERAL COUNSEL MINTZ, LEVIN, COHN, FERRIS,
ENGAGE, INC. GLOVSKY AND POPEO, P.C.
100 BRICKSTONE SQUARE, 2ND FLOOR ONE FINANCIAL CENTER
ANDOVER, MASSACHUSETTS 01810 BOSTON, MASSACHUSETTS, 02111
(978) 684-3884 (617) 542-6000
FAX: (978) 684-3141 FAX: (617) 542-2241
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$434,220 $39.95
* Calculated solely for purposes of determining the filing fee. This
amount assumes that 3,775,818 shares of common stock of Engage, Inc.
having an aggregate value of $434,220 as of December 30, 2002 will be
issued subject to restricted stock awards in exchange for the maximum
3,775,818 options eligible to be exchanged pursuant to the offer
described herein. The amount of the filing fee, calculated in
accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as
amended, equals the transaction value multiplied by $92.00 per million.
** Previously paid
[ ] 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. [ ]
INTRODUCTORY STATEMENT.
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission (the "SEC") on
January 6, 2003, as amended on January 7, 2003, relating to our offer to our
U.S. employees to exchange, for compensatory purposes, options to purchase
shares of Engage common stock for shares of restricted stock.
ITEM 12. EXHIBITS
(a)(1)* Offer to Exchange, dated January 6, 2003.
(a)(2)* Form of Cover Letter to Eligible Employees and Summary of Procedures.
(a)(3)* Form of Letter of Transmittal/Election to Exchange.
(a)(4)* Form of Notice of Withdrawal.
(a)(5)* Form of E-mail Confirmation to Tendering Option Holders.
(a)(6)* The Company's Annual Report on Form 10-K for its fiscal year ended
July 31, 2002 (the "Annual Report"), filed with the Securities and
Exchange Commission (the "Commission") on November 13, 2002 and
incorporated herein by reference (File No. 0-26671).
(a)(7)* The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 2002 (the "Quarterly Report"), filed with the Commission
on December 16, 2002 and incorporated herein by reference (File No.
0-26671).
(a)(8)* The Company's Current Reports on Form 8-K, filed with the SEC on
September 18, 2002 and October 7, 2002 and incorporated herein by
reference (File Nos. 0-26671).
(a)(9)* The Company's Registration Statement on Form S-8, filed with the SEC on December 21, 1999 and
incorporated herein by reference (File No. 333-93151).
(a)(10)* The Company's Registration Statement on Form S-8, filed with the SEC on January 16, 2001 and
incorporated herein by reference (File No. 333-53752).
(a)(11)* The Company's Registration Statement on Form S-8, filed with the SEC on February 28, 2001 and
incorporated herein by reference (File No. 333-56328).
(a)(12)** Handout to Employees re: Process and Contacts.
(a)(13) Email message to U.S. Employees.
(b) Not applicable.
(d)(1)* The Company's Amended and Restated 1995 Equity Incentive Plan.
(d)(2)* The Company's Amended and Restated 2000 Equity Incentive Plan.
(d)(3)* Form of Restricted Stock Agreement, included as Annex A to the Offer
to Exchange filed as Exhibit (a)(1) hereto and incorporated herein by
reference.
(g) Not applicable.
(h) Not applicable.
* Previously filed as an exhibit to the Schedule TO filed with the SEC on
January 6, 2003.
** Previously filed as an exhibit to Amendment No. 1 to the Schedule TO
filed with the SEC on January 7, 2003.
SIGNATURE
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.
ENGAGE, INC.
By: /s/ John D. Barone
---------------------------------
John D. Barone
President and Chief Operating
Officer
January 8, 2003
INDEX TO EXHIBITS
(a)(13) Email message to U.S. Employees.