SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
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: $2,990.81
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Filing Party: Magic Acquisition
Subsidiary Inc., Lucent Technologies
Inc. and Alcatel Lucent |
Form or Registration No.: Schedule TO
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Date Filed: July 16, 2008 |
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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:
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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. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
TABLE OF CONTENTS
This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) further
amends and supplements the Tender Offer Statement on Schedule TO originally filed on July 16, 2008,
as amended and supplemented (the “Schedule TO”), and 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”), 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, (which,
together with any supplements or amendments, collectively constitute the “Offer to Purchase”), and
the related Letter of Transmittal (which, together with any supplements or amendments, collectively
constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of
Merger, dated as of June 16, 2008 (the “Merger Agreement”), by and among Parent, Purchaser and the
Company.
All capitalized terms used in this Amendment without definition have the meanings ascribed to
them in the Schedule TO or the Offer to Purchase.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated
in this Amendment by reference to all of the applicable items in the Schedule TO, except that such
information is amended and supplemented to the extent specifically provided in this Amendment.
Item 11. Additional Information
a. Item 11 of the Schedule TO, which incorporates by reference the information contained in the
Offer to Purchase, is hereby amended and supplemented by adding thereto the following:
Final approval by the court of the Company’s previously announced settlement of securities and
derivative litigation has become effective.
b. Section 15 – “Conditions to Purchaser’s Obligation” in the Offer to Purchase is hereby amended
to add the following immediately after the first paragraph of such section:
On August 13, 2008, the effective date, as set forth in Paragraphs 1.8 and 9.1 of the
Stipulation and Agreement of Partial Settlement entered into by, among others, the Company and the
Lead Plaintiffs in In re Motive, Inc. Securities Litigation, Case No. A-05-CA-923-LY, U.S. District
Court for the Western District of Texas, occurred. On August 14, 2008, the effective date, as set
forth in Section II, Paragraph 1(d) and Section II, Paragraph 13, of the Stipulation of Settlement
entered into by, among others, the Company and the derivative plaintiff in Adair v. Harmon et al.,
Case No. A-06-CA-017-LY, U.S. District Court for the Western District of Texas, occurred.
c. The subsection entitled “United States Antitrust Matters” in
Section 16 of the Offer to Purchase entitled “Certain
Regulatory and Legal Matters” is amended and supplemented by
adding the following:
On
August 15, 2008, the FTC and the Division granted early termination
of the waiting period under the HSR Act applicable to the proposed
acquisition of Shares in the Offer.