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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
________________
EVOLVE SOFTWARE, INC.
(AMENDMENT NO. 2)
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
N/A*
(CUSIP NUMBER OF CLASS OF SECURITIES)
KENNETH J. BOZZINI
CHIEF FINANCIAL OFFICER
EVOLVE SOFTWARE, INC.
1400 65TH STREET, SUITE 100
EMERYVILLE, CA 94608
(510) 428-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSON)
COPIES TO:
LARRY W. SONSINI, ESQ.
RAMSEY HANNA, ESQ.
WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
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TRANSACTION VALUATION+ AMOUNT OF FILING FEE
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$ 333,304 . . . . . . . . . . . . . . . . . . . . . . Previously paid
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+ Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 1,822,690 shares of common stock of Evolve
Software, Inc. (the "Company") having an aggregate value of $333,304 as of
December 4, 2001 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, equals 1/50th of one percent of the value of the
transaction.
[x] Check the 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: $66.66
FORM OR REGISTRATION NO.: 5-60105
FILING PARTY: THE COMPANY
DATE FILED: DECEMBER 5, 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: [ ]
* There is no trading market or CUSIP Number for the options. The CUSIP
Number for the underlying common stock is 30049P104.
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SCHEDULE TO
INTRODUCTORY STATEMENT
This Amendment amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the "Commission")
on December 5, 2001, as amended by Amendment No. 1 thereto filed with the
Commission on December 7, 2001, relating to our offer to exchange certain
options to purchase shares of our common stock, par value $0.001 per share,
under the terms and subject to the conditions set forth under "The Offer" in the
Offer to Exchange dated December 5, 2001. This Amendment's sole purpose is to
reflect an extension of the time of expiration of the offer (the "Expiration
Date") to 11:59 p.m., Pacific Standard Time, on January 4, 2002. Where
applicable, the exhibits to this Tender Offer Statement have been revised to
reflect the amended Expiration Date. The change in the Expiration Date is being
communicated to persons eligible to participate in the offer by means of the
electronic mail communication attached as exhibit (a)(1)(vii) hereto.
Furthermore, in the event that Monday, December 31, 2001 is declared a
federal government holiday by the applicable United States federal government
authorities, the Expiration Date shall automatically, and without further action
by us or by any third party, be extended to 11:59 p.m. on Monday, January 7,
2002, and any and all references to the Expiration Date in the documents
attached as exhibits to this Tender Offer Statement shall be deemed so amended.
ITEM 12. EXHIBITS.
(a) (1) (i) Offer to Exchange Certain Outstanding Options for New
Options, dated December 5, 2001, as amended.
(ii) Election Form, as amended.
(iii) Letter from Chairman to Employees, dated December 5,
2001, as amended.
(iv) Form of Notice to Withdraw from the Offer, as
amended.
(v)* Form of Promise to Grant Stock Option(s).
(vi) Presentation to Employees, as amended.
(vii) Communication to Employees Regarding Amendment to
Expiration Date.
(5) (i)* Evolve Software, Inc. Amended and Restated 2000 Stock
Plan.
(ii)* Form of agreement under Evolve Software, Inc. Amended
and Restated 2000 Stock Plan.
(iii)* Evolve Software, Inc. 2000 Stock Plan Prospectus.
(b) Not applicable.
(d) (1) Certificate of Designation of Evolve Software, Inc. Series A
Preferred Stock, filed as Exhibit 10.4 to the Company's Current
Report on Form 8-K/A filed on October 3, 2001, and incorporated
herein by reference.
(2) Form of Form A Subscription Warrant and Form of Form B
Subscription Warrant, filed as Exhibit 10.2 to the Company's Current
Report on Form 8-K/A filed on October 3, 2001, and incorporated
herein by reference.
(3) Form of Warrant to Purchase Shares of Common Stock, filed as
Exhibit 10.3 to the Company's Current Report on Form 8-K/A filed on
October 3, 2001, and incorporated herein by reference.
(g) Not applicable.
(h) Not applicable.
*Previously filed as an exhibit to the Schedule TO filed with the Securities and
Exchange Commission on December 5, 2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to Schedule TO is true,
complete and correct.
EVOLVE SOFTWARE, INC.
By: /s/ Kenneth J. Bozzini
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Kenneth J. Bozzini
Chief Financial Officer and Vice President,
Finance
Date: December 18, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(i) Offer to Exchange Certain Outstanding Options for New Options, dated December 5, 2001, as amended.
(a)(1)(ii) Election Form, as amended.
(a)(1)(iii) Letter from Chairman to Employees, dated December 5, 2001, as amended.
(a)(1)(iv) Form of Notice to Withdraw from the Offer, as amended.
(a)(1)(v)* Form of Promise to Grant Stock Option(s).
(a)(1)(vi) Presentation to Employees, as amended.
(a)(1)(vii) Communication to Employees Regarding Amendment to Expiration Date.
(a)(5)(i)* Evolve Software, Inc. Amended and Restated 2000 Stock Plan.
(a)(5)(ii)* Form of agreement under Evolve Software, Inc. Amended and Restated 2000 Stock Plan.
(a)(5)(iii)* Evolve Software, Inc. 2000 Stock Plan Prospectus.
(d)(1) Certificate of Designation of Evolve Software, Inc. Series A Preferred Stock, filed as Exhibit 10.4
to the Company's Current Report on Form 8-K/A filed on October 3, 2001, and incorporated herein by
reference.
(d)(2) Form of Form A Subscription Warrant and Form of Form B Subscription Warrant, filed as Exhibit 10.2
to the Company's Current Report on Form 8-K/A filed on October 3, 2001, and incorporated herein by
reference.
(d)(3) Form of Warrant to Purchase Shares of Common Stock, filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K/A filed on October 3, 2001, and incorporated herein by reference.
*Previously filed as an exhibit to the Schedule TO filed with the Securities and
Exchange Commission on December 5, 2001.