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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Brightpoint, Inc.
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(Name of subject company)
Options under Brightpoint, Inc. 1994 Stock Option Plan, 1996 Stock Option
Plan and Non-Employee Directors Stock Option Plan to Purchase Common Stock,
Par Value $.01 Per Share
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(Title of class of securities)
Not Applicable*
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(CUSIP number of class of securities)
Robert J. Laikin
Chairman and Chief Executive Officer
Brightpoint, Inc.
6402 Corporate Drive
Indianapolis, Indiana 46278
(317) 297-6100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copy To:
Robert J. Mittman, Esq.
Ethan Seer, Esq.
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 885-5000
CALCULATION OF FILING FEE
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Transaction Valuation (1) Amount of Filing Fee
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$770,612 $154.12
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(1) Calculated solely for purposes of determining the filing fee. This
amount assumes that options to purchase 2,888,334 shares of common
stock of Brightpoint, Inc. having an aggregate value of $387,914 as of
August 21, 2001, will be exchanged and cancelled pursuant to this
offer. The aggregate value of such options was calculated based on the
Black-Scholes option pricing model. The transaction valuation also
includes cash consideration to be paid by Brightpoint, Inc., assuming
all such options are exchanged and cancelled pursuant to this offer, of
$382,698. The amount of the filing fee, calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the transaction valuation.
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[ ] Check 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: Not applicable Filing Party: Not applicable.
Form or Registration No. Not applicable. Dated Filed: Not applicable.
[ ] 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 Common Stock underlying the options is 109473 10 8.
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ITEM 1. SUMMARY TERM SHEET
The information set forth under "Summary Term Sheet" in the
Offer to Exchange, dated August 31, 2001 ("Offer to Exchange"), attached hereto
as Exhibit (a)(1) is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is Brightpoint, Inc., a Delaware
corporation (the "Company") and the address of its principal
executive office is 6402 Corporate Drive, Indianapolis,
Indiana 46278. The telephone number at that address is (317)
297-6100. The information set forth in the Offer to Exchange
under Section 10 ("Information Concerning Brightpoint") is
incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer
by the Company, to its employees (which includes employees of
majority-owned or wholly-owned subsidiaries of the Company)
and members of the Board of Directors ("Directors") of the
Company, to exchange all options to purchase shares of its
common stock, par value $.01 per share ("Common Stock")
outstanding under the Company's 1994 Stock Option Plan (the
"1994 Plan"), 1996 Stock Option Plan (the "1996 Plan") and
Non-Employee Directors Stock Option Plan (the "Director Plan")
having (i) a grant date prior to March 1, 2001, and (ii) an
exercise price in excess of $10.00 (the "Options"), for (a) a
cash payment in the amount set forth in the Offer to Exchange
(the "Cash Payment"), and for (b) new options that will be
granted under either (y) the 1994 Plan for those tendering
optionholders who are officers (i.e., the Chief Executive
Officer; President and Chief Operating Officer; Executive Vice
President, Chief Financial Officer and Treasurer; Executive
Vice President, General Counsel and Secretary of Brightpoint,
Inc., collectively the "Officers") or Directors of the Company
or (z) the 1996 Plan for those tendering optionholders who are
neither Officers nor Directors of the Company (the "New
Options") in the amounts, on the terms and subject to the
conditions set forth in the Offer to Exchange. Consultants of
the Company, who are not employees, are not eligible to
participate in the Offer to Exchange. Further, an employee or
Director who has received or who will receive a grant of
options from the Company under any of its stock option plans
from March 1, 2001 through the cancellation date of the
Options tendered for exchange, will not be eligible to
participate in this Offer to Exchange, regardless of whether
they have Options which may otherwise be eligible for tender
pursuant to the Offer to Exchange. As of August 31, 2001 there
were Options to purchase 2,888,334 shares of the Company's
Common Stock outstanding and eligible for tender pursuant to
the Offer to Exchange.
The number of shares of Common Stock subject to the New
Options will be equal to one-third of the shares of Common
Stock subject to the Options tendered and accepted by
Brightpoint for cancellation pursuant to the Offer to
Exchange, rounded up to the nearest whole share. In order to
be eligible to receive the Cash Payment from the Company for
the Options elected to be exchanged, a participant
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must be an employee of the Company or its majority-owned or
wholly-owned subsidiaries or a Director of the Company on the
date set for cancellation and purchase of the Options by the
Company. In order to be eligible for the New Options, a
participant must be an employee of the Company or its
majority-owned or wholly-owned subsidiaries or a Director of
the Company from the date set for cancellation and purchase of
the Options by the Company through the date of grant of the
New Options. The information set forth in the Offer to
Exchange on the introductory pages and under "Summary Term
Sheet," Section 2 ("Number of Options; Expiration Date"),
Section 6 ("Acceptance of Options for Cancellation and
Repurchase; Issuance of new Options") and Section 9 ("Source
and Amount of Consideration; Terms of the New Options") is
incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under
Section 8 ("Price Range of Common Stock Underlying the
Options") is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Company is the filing person. The information set forth
under Item 2(a) above is incorporated herein by reference. The
information set forth in Schedule A to the Offer to Exchange
is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Exchange under
"Summary Term Sheet," Section 1 ("Eligibility"), Section 2
("Number of Options; Expiration Date"), Section 4 ("Procedures
for Electing to Exchange Options"), Section 5 ("Withdrawal
Rights"), Section 6 ("Acceptance of Options for Cancellation
and Repurchase; Issuance of New Options"), Section 7
("Conditions of the Offer"), Section 9 ("Source and Amount of
Consideration; Terms of New Options"), Section 12 ("Status of
Options Acquired by Us in the Offer; Accounting Consequences
of the Offer"), Section 13 ("Legal Matters; Regulatory
Approvals"), Section 14 ("Material Federal Income Tax
Consequences") and Section 15 ("Extension of Offer;
Termination; Amendment") is incorporated herein by reference.
(b) Directors and officers of the Company are eligible to
participate in the Offer to Exchange. The information set
forth in the Offer to Exchange under Section 11 ("Interests of
Directors and Officers; Transactions and Agreements Concerning
the Options") is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in the Offer to Exchange under
Section 11 ("Interests of Directors and Officers; Transactions
and Agreements Concerning the Options") is incorporated herein
by reference. The 1994 Plan, 1996 Plan and Director Plan,
attached hereto as Exhibit (d)(1), and the Form of Option
Agreement for each of
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the 1994 Plan and 1996 Plan attached hereto as Exhibit (d)(2),
contain information regarding the subject securities.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Exchange under
Section 3 ("Purpose of the Offer") is incorporated herein by
reference.
(b) The information set forth in the Offer to Exchange under
Section 6 ("Acceptance of Options for Cancellation and
Repurchase; Issuance of New Options") and Section 12 ("Status
of Options Acquired by Us in the Offer; Accounting
Consequences of the Offer") is incorporated herein by
reference.
(c) The information set forth in the Offer to Exchange under
Section 3 ("Purpose of the Offer") is incorporated herein by
reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Exchange under
Section 9 ("Source and Amount of Consideration; Terms of the
New Options") and Section 16 ("Fees and Expenses") is
incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Offer to Exchange under
Section 11 ("Interests of Directors and Officers; Transactions
and Agreements Concerning the Options") is incorporated herein
by reference.
(b) The information set forth in the Offer to Exchange under
Section 11 ("Interests of Directors and Officers; Transactions
and Agreements Concerning the Options") is incorporated herein
by reference.
ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in the Offer to Exchange under
Section 10 ("Information Concerning Brightpoint"), pages F-1
and F-3 of the Company's Annual Report on Form 10-K/A for the
year ended December 31, 2000 ("Annual Report"), pages 23
through 59 of Exhibit 13 to the Company's Annual Report and
pages 3 through 13 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2001 ("Quarterly Report"),
is incorporated herein by
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reference. Copies of the Company's Annual Report and Quarterly
Report are available over the Internet at the world wide web
site of the Securities and Exchange Commission ("SEC") at
http://www.sec.gov. In addition, copies of the Company's
Annual Report and Quarterly Report, excluding exhibits (other
than exhibit 13 to the Annual Report), may be obtained free of
charge upon request to the Company and may be inspected and
copied free at the Company's principal executive offices.
Copies of exhibits to the Company's Annual Report and
Quarterly Report may be obtained for a nominal charge, except
for exhibit 13 to the Annual Report, which will be provided
with the Annual Report free of charge.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the Offer to Exchange under
Section 11 ("Interests of Directors and Officers; Transactions
and Agreements Concerning the Options") and Section 13 ("Legal
Matters; Regulatory Approvals") is incorporated herein by
reference.
(b) Not applicable.
ITEM 12. EXHIBITS.
(a) (1) Offer to Exchange, dated August 31, 2001.
(2) Memorandum from Robert J. Laikin, Chairman of the
Board and Chief Executive Officer of Brightpoint,
Inc., to Brightpoint, Inc. employees and Directors
dated August 31, 2001.
(3) Form of Letter of Transmittal.
(4) Form of Notice of Withdrawal from the Offer.
(5) Form of Agreement to Grant Stock Options.
(6) Form of Written Notice to Participating Optionholders.
(7) Brightpoint, Inc. Annual Report on Form 10-K/A for
the year ended December 31, 2000, filed with the SEC
on March 30, 2001 (incorporated herein by reference).
(8) Brightpoint, Inc. Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001, filed with the SEC
on August 14, 2001 (incorporated herein by
reference).
(b) Not applicable.
(d) (1) (A) Brightpoint, Inc. 1994 Stock Option Plan
(incorporated herein by reference to Exhibit 10.1
filed with the Company's Registration Statement
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on form S-8 (File no. 333-87863), filed with the SEC
on September 27, 1999).
(B) Brightpoint, Inc. 1996 Stock Option Plan.
(C) Brightpoint, Inc. Non-Employee Directors Stock
Option Plan (incorporated herein by reference to
Exhibit 10.2 filed with the Company's Registration
Statement on Form S-1, (File no 33-75148), filed with
the SEC on February 10, 1994).
(2) (A) Form of Option Agreement for Officers pursuant to
the Brightpoint, Inc. 1994 Stock Option Plan;
(B) Form of Option Agreement for Directors pursuant
to the Brightpoint, Inc. 1994 Stock Option Plan;
(C) Form of Option Agreement for employees pursuant
to the Brightpoint, Inc. 1996 Stock Option Plan;
(3) Form of Agreement between Brightpoint and certain
Officers for valuation of August 2001 Options under
existing employment agreements, as amended.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BRIGHTPOINT, INC.
/s/ Robert J. Laikin
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Robert J. Laikin
Chairman of the Board and Chief Executive
Officer
Date: August 31, 2001
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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(a) (1) Offer to Exchange, dated August 31, 2001.
(2) Memorandum from Robert J. Laikin, Chairman of the Board and
Chief Executive Officer of Brightpoint, Inc., to Brightpoint,
Inc. employees and Directors dated August 31, 2001.
(3) Form of Letter of Transmittal.
(4) Form of Notice of Withdrawal from the Offer.
(5) Form of Agreement to Grant Stock Options.
(6) Form of Written Notice to Participating Optionholders.
(7) Brightpoint, Inc. Annual Report on Form 10-K/A for the year
ended December 31, 2000, filed with the SEC on March 30, 2001
(incorporated herein by reference).
(8) Brightpoint, Inc. Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, filed with the SEC on August 14,
2001 (incorporated herein by reference).
(b) Not applicable.
(d) (1) (A) Brightpoint, Inc. 1994 Stock Option Plan (incorporated
herein by reference to Exhibit 10.1 filed with the Company's
Registration Statement on form S-8 (File no. 333-87863), filed
with the SEC on September 27, 1999).
(B) Brightpoint, Inc. 1996 Stock Option Plan.
(C) Brightpoint, Inc. Non-Employee Directors Stock Option
Plan (incorporated herein by reference to Exhibit 10.2 filed
with the Company's Registration Statement on Form S-1, (File
no 33-75148), filed with the SEC on February 10, 1994).
(2) (A) Form of Option Agreement for Officers pursuant to the
Brightpoint, Inc. 1994 Stock Option Plan;
(B) Form of Option Agreement for Directors pursuant to the
Brightpoint, Inc. 1994 Stock Option Plan;
(C) Form of Option Agreement for employees pursuant to the
Brightpoint, Inc. 1996 Stock Option Plan;
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(3) Form of Agreement between Brightpoint and certain Officers for
valuation of August 2001 Options under existing employment
agreements, as amended.
(g) Not applicable.
(h) Not applicable.