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. 4 - FINAL AMENDMENT
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. [X]
INTRODUCTORY STATEMENT.
This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission (the "SEC") on January 6, 2003, as amended on January 7, 2003,
January 8, 2003 and January 21, 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 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented to add the
following:
The Offer expired at 5:00 p.m., Eastern time, on February 4, 2003.
Pursuant to the Offer to Exchange, Engage, Inc. (the "Company") accepted for
exchange options to purchase an aggregate of 3,561,442 shares of the Company's
common stock, representing approximately 94.3% of the options that were
eligible to be tendered in the Offer. Upon the terms of the Offer, the Company
will issue 3,561,442 shares of restricted stock in exchange for such tendered
options.
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
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John D. Barone
President and Chief Operating Officer
February 5, 2003