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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. 3)
(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, and as amended by Amendment No. 2 thereto filed
with the Commission on December 18, 2001, relating to our offer to exchange
certain options to purchase shares of our common stock, par value $0.001 per
share (the "Exchange Offer"), under the terms and subject to the conditions set
forth under "The Offer" in the Offer to Exchange dated December 5, 2001.
The Offer to Exchange, including all withdrawal rights, expired at 11:59
p.m., Pacific Standard Time, on Friday, January 4, 2002. Pursuant to the terms
and conditions of the Offer to Exchange, a total of eighty-three (83) eligible
employees elected to participate in the Exchange Offer. We accepted eligible
options to purchase a total of 848,964 shares of our Common Stock. Subject to
the terms and conditions of the Exchange Offer, we will grant new options to
purchase up to 848,964 shares of our Common Stock on or about July 8, 2002 in
exchange for the options surrendered and accepted pursuant to the Exchange
Offer.
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 (Amendment No. 2) filed with
the Securities and Exchange Commission on December 18, 2001.
**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: January 7, 2002
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.
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* Previously filed as an exhibit to the Schedule TO (Amendment No. 2) filed with
the Securities and Exchange Commission on December 18, 2001.
**Previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on December 5, 2001.