Preliminary communications made before the commencment of a tender offer

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Schedule TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

CALLWAVE, INC.

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

 

 

Common Stock

(Title of Class of Securities)

13126N

(CUSIP Number of Class of Securities)

 

 

Jeffrey M. Cavins

President and Chief Executive Officer

CallWave, Inc.

136 W. Canon Perdido Street, Ste. C

Santa Barbara, CA 93101

(805) 690-4100

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

 

with copies to:

Michael E. Pfau, Esq.

Reicker, Pfau, Pyle & McRoy LLP

1421 State Street, Ste. B

Santa Barbara, CA 93101

(805) 966-2440

 

 

CALCULATION OF FILING FEE

 

 
Transaction Valuation *   Amount of Filing Fee

$

   $
 
 

 

* Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

 

¨ 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:             

Form or Registration No.: Schedule TO

Filing Party: CallWave, Inc.

Date Filed: May 4, 2009

 

  x 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.

 

  x 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:  ¨

 

 

 

Item 12. Exhibits

 

  99.1 Quarterly Report on Form 10-Q (filed with the SEC on May 5, 2009, and incorporated herein by reference)

 

  99.2 Press Release dated May 5, 2009 announcing Tender Offer

 

  99.3 Press Release dated May 5, 2009 announcing Earnings Release