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
Motive, Inc.
(Name of Subject Company
(issuer))
Magic Acquisition Subsidiary
Inc.
Lucent Technologies
Inc.
Alcatel Lucent
(Names of Filing Persons
(offeror))
Common Stock, par value $0.001 per share
(Title of Class of
Securities)
61980V107
(CUSIP Number of Class of
Securities)
Steven R. Reynolds
General Counsel
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
(908) 582-8500
(Name, address, and telephone
number of person authorized
to receive notices and
communications on behalf of filing persons)
with a copy to:
Robert J. Rawn
Michael R. McCoy
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
(212) 541-2000
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$76,102,028.10
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$2,990.81
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Estimated solely for purposes of calculating the filing fee in
accordance with
Rule 0-11
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The transaction value was determined
by multiplying the purchase price of $2.23 per share by
34,126,470 shares of common stock, par value $0.001 per
share, of Motive, Inc. (based upon (i) the representation
by Motive, Inc. in the Merger Agreement (as defined herein) that
27,755,007 shares and options and warrants to acquire an
aggregate of 3,871,463 shares were outstanding as of
June 16, 2008, and (ii) the 2,500,000 shares
expected to be issued and outstanding as of the closing of this
Offer (as defined herein) pursuant to Motive, Inc.’s
previously announced settlement of securities and derivative
litigation). Solely for purposes of calculating the filing fee,
all shares subject to options and warrants were included,
regardless of the exercise price of such option or warrant or
the exercisability of such option or warrant.
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Pursuant to
Rule 0-11
of the Exchange Act, the amount of the filing fee is calculated
by multiplying the transaction value by 0.00003930.
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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.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
This Tender Offer Statement on Schedule TO (which, together
with any amendments and supplements thereto, collectively
constitute this “Schedule TO”) relates to a
tender offer by Magic Acquisition Subsidiary Inc., a
Delaware corporation (“Purchaser”) and a direct wholly
owned subsidiary of Lucent Technologies Inc., which is a
Delaware corporation (“Parent”) and a wholly owned
subsidiary of Alcatel Lucent, a société anonyme
organized under the laws of the Republic of France
(“Alcatel Lucent”), pursuant to
Rule 14d-1
under the Securities Exchange Act of 1934, as amended, to
purchase all of the outstanding shares of common stock, par
value $0.001 per share (the “Shares”), of Motive,
Inc., a Delaware corporation (the “Company”), at a
price of $2.23 per Share, to the seller in cash, without
interest and less any required withholding taxes. The terms and
conditions of the offer are described in the Offer to Purchase,
dated July 16, 2008 (the “Offer to Purchase”) and
the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the
“Offer”), copies of which are attached as Exhibits
(a)(1)(A) and (a)(1)(B) hereto, respectively.
Pursuant to General Instruction F to Schedule TO, the
information contained in the Offer to Purchase, including all
schedules and annexes to the Offer to Purchase, is hereby
expressly incorporated in this Schedule TO by reference in
response to items 1 through 9 and item 11 of this
Schedule TO and is supplemented by the information
specifically provided for in this Schedule TO.
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Item 1.
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Summary
Term Sheet
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The information set forth in the section entitled “Summary
Term Sheet” in the Offer to Purchase is incorporated herein
by reference.
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Item 2.
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Subject
Company Information
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The subject company is Motive, Inc. The address of the principal
executive offices of the Company is 12515 Research Boulevard,
Building 5, Austin, Texas
78759-2220
and its telephone number is
(512) 339-8335.
As of June 16, 2008, there were
(i) 27,755,007 Shares of the Company outstanding and
(ii) 3,871,463 Shares reserved for issuance upon the
exercise of outstanding options and warrants (based upon the
number of Shares represented by the Company to be outstanding
and reserved in the Agreement and Plan of Merger, dated as of
June 16, 2008, by and among Parent, Purchaser, and the
Company (the “Merger Agreement”)). An additional
2,500,000 Shares are expected to be outstanding as of the
closing of the Offer pursuant to Company’s previously
announced settlement of securities and derivative litigation.
The information set forth in the “Introduction” of the
Offer to Purchase is incorporated herein by reference.
The information set forth in the section entitled “Price
Range of Shares; Dividends on the Shares” in the Offer to
Purchase is incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person
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The information set forth in the section entitled “Certain
Information Concerning Purchaser, Parent and Alcatel
Lucent” of the Offer to Purchase and Annex A in the
Offer to Purchase is incorporated herein by reference.
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Item 4.
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Terms
of the Transaction
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The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements
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The information set forth in the sections entitled “Summary
Term Sheet,” “Questions and Answers,”
“Introduction,” “Certain Information Concerning
the Company,” “Certain Information Concerning
Purchaser, Parent and Alcatel Lucent,” “Background of
the Offer; Past Contacts or Negotiations with the Company,”
“Purpose of the Offer; The Merger; Plans for the
Company” and “The Merger Agreement” in the Offer
to Purchase is incorporated herein by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals
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The information set forth in the sections entitled “Price
Range of Shares; Dividends on the Shares,” “Effect of
Offer on Listing, Market for Shares and SEC Registration,”
“Purpose of the Offer; The Merger; Plans for the
Company,” “The Merger Agreement,” and
“Dividends and Distributions” in the Offer to Purchase
is incorporated herein by reference.
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Item 7.
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Source
and Amount of Funds or Other Consideration
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The information set forth in the section entitled “Source
and Amount of Funds” in the Offer to Purchase is
incorporated herein by reference.
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Item 8.
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Interest
in Securities of the Subject Company
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The information set forth in the section entitled “Certain
Information Concerning Purchaser, Parent and Alcatel
Lucent” in the Offer to Purchase is incorporated herein by
reference.
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used
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The information set forth in the “Introduction” and in
the section entitled “Fees and Expenses” in the Offer
to Purchase is incorporated herein by reference.
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Item 10.
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Financial
Statements
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Not applicable.
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Item 11.
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Additional
Information
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(a)(1) The information set forth in the sections entitled
“Certain Information Concerning Purchaser, Parent and
Alcatel Lucent,” “Background of the Offer; Past
Contracts or Negotiations with the Company,” “Purpose
of the Offer; The Merger; Plans for the Company” and
“The Merger Agreement” in the Offer to Purchase and
Annex A of the Offer to Purchase is incorporated herein by
reference.
(a)(2), (3) The information set forth in the sections
entitled “Purpose of the Offer; The Merger; Plans for the
Company,” “Conditions to Purchaser’s
Obligations” and “Certain Regulatory and Legal
Matters” in the Offer to Purchase is incorporated herein by
reference.
(a)(4) The information set forth in the sections entitled
“Effect of Offer on Listing, Market for Shares and
SEC Registration,” “Source and Amount of
Funds” and “Certain Regulatory and Legal Matters”
in the Offer to Purchase is incorporated herein by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.