-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GXUn/4oUXiqrDZo9fxbX03CCYM6QcyprxYZeY9yGFb3kikf0MZConkExAbTgzt6S BFoV48+oahkKTfA64MkbHQ== 0000891618-03-000096.txt : 20030114 0000891618-03-000096.hdr.sgml : 20030114 20030110160806 ACCESSION NUMBER: 0000891618-03-000096 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROCADE COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0001009626 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770409517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56977 FILM NUMBER: 03510860 BUSINESS ADDRESS: STREET 1: 1901 GUADALUPE PARKWAY STREET 2: SUITE E CITY: SAN JOSE STATE: CA ZIP: 95131 MAIL ADDRESS: STREET 1: 1901 GUADALUPE PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROCADE COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0001009626 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770409517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1901 GUADALUPE PARKWAY STREET 2: SUITE E CITY: SAN JOSE STATE: CA ZIP: 95131 MAIL ADDRESS: STREET 1: 1901 GUADALUPE PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131 SC TO-I/A 1 f86331a4sctoviza.htm SC TO-I/A Brocade Communications Systems, Inc.
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4

to
Schedule TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

BROCADE COMMUNICATIONS SYSTEMS, INC.

(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)

111824 108

(CUSIP Number of Class of Securities Underlying Common Stock)

Gregory L. Reyes

Chairman and Chief Executive Officer
Brocade Communications Systems, Inc.
1745 Technology Drive
San Jose, CA 95110
Tel: (408) 487-8000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)

Copies to:

Larry W. Sonsini
Katharine A. Martin
John E. Aguirre
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300

CALCULATION OF FILING FEE

     
Transaction Valuation*   Amount of Filing Fee
 
$38,095,180   $3,505 (1)
 

*   Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 67,328,023 shares of common stock of Brocade Communications Systems, Inc. having an aggregate value of $38,095,180 as of December 9, 2002 will be exchanged 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 $92 for each $1,000,000 of the value of the transaction.
 
(1)   Previously paid.
 
o   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:   Not applicable.
Form or Registration No.:   Not applicable.
Filing party:   Not applicable.
Date filed:   Not applicable.

o   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:

     
o   third party tender offer subject to Rule 14d-1.
x   issuer tender offer subject to Rule 13e-4.
o   going-private transaction subject to Rule 13e-3.
o   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:   x

 

Introductory Statement
Item 4. Terms of the Transaction.
Item 12. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT (A)(1)(L)

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Introductory Statement

     This Amendment No. 4 to the Tender Offer Statement on Schedule TO originally filed by Brocade Communications Systems, Inc. (Brocade) with the SEC on December 9, 2002, is the final amendment relating to an offer by Brocade to exchange outstanding options to purchase shares of Brocade common stock held by eligible employees of Brocade or its subsidiaries for new options to purchase shares of Brocade common stock. This Amendment No. 4 reports the results of the offer.

Item 4. Terms of the Transaction.

     Item 4 of the Schedule TO is hereby amended to add the following sentences:

     The offer expired on January 8, 2003. We have accepted for cancellation options to purchase 58,070,190 shares of Brocade common stock. We will issue new options to purchase 29,571,679 shares of Brocade common stock in exchange for the options surrendered in the offer.

Item 12. Exhibits.

     Item 12 is hereby amended to add the following exhibit:

     
Exhibit    
Number   Description
 
(a)(1)(l)   Press Release, dated January 10, 2003.

 

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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 Amendment No. 4 to Schedule TO is true, complete and correct.

     
    Brocade Communications Systems, Inc.
     
    /s/ Ronald Epstein
   
    Ronald Epstein
    Vice President and General Counsel
Date: January 10, 2003    

-4-

Table of Contents

INDEX TO EXHIBITS

     
Exhibit    
Number   Description
 
(a)(1)(l)   Press Release, dated January 10, 2003.

-5- EX-99.(A)(1)(L) 3 f86331a4exv99wxayx1yxly.txt EXHIBIT (A)(1)(L) [BROCADE LOGO] Exhibit (a)(1)(l) FOR IMMEDIATE RELEASE BROCADE CONTACTS MEDIA RELATIONS INVESTOR RELATIONS Fenella Tigner Shirley Stacy Tel: 408.392.6843 Tel: 408.392.5752 ftigner@brocade.com sstacy@brocade.com BROCADE ANNOUNCES SUCCESSFUL COMPLETION OF ITS STOCK OPTION EXCHANGE PROGRAM SAN JOSE, CALIF. -- JANUARY 10, 2003 -- Brocade Communications Systems, Inc. (Brocade(R)) (Nasdaq: BRCD), the world's leading provider of infrastructure solutions for Storage Area Networks (SANs), announced today the successful completion of its employee stock option exchange program. The stock option exchange program expired at 5:00 p.m. Pacific Time, on Wednesday, January 8, 2003. All outstanding options properly tendered for exchange by eligible employees have been accepted. Brocade has accepted for cancellation and exchange options to purchase 58.1 million shares of its common stock. Pursuant to the terms and conditions set forth in the offer, in exchange for the options that were accepted for cancellation and exchange, Brocade will issue new options to purchase an aggregate of approximately 29.6 million shares of its common stock. The new options will be issued on July 10, 2003, the first business day that is six months and one day from the expiration date of the offer. ABOUT BROCADE COMMUNICATIONS SYSTEMS, INC. Brocade (Nasdaq: BRCD) offers the industry's leading intelligent platform for networking storage. The world's leading systems, applications, and storage vendors have selected Brocade to provide a networking foundation for their SAN solutions. The Brocade SilkWorm(R) family of fabric switches and software is designed to optimize data availability and storage and server resources in the enterprise. Using Brocade solutions, companies can simplify the implementation of storage area networks, reduce the total cost of ownership of data storage environments, and improve network and application efficiency. For more information, visit the Brocade website at www.brocade.com or contact the company at info@brocade.com. ### Brocade, the B weave logo and SilkWorm are registered trademarks of Brocade Communications Systems, Inc. or its subsidiaries in the United States or in other countries. All other brands, products, or service names are or may be trademarks or service marks of, and are used to identify, products or services of their respective owners. All products, plans, and dates are subject to change without notice. BROCADE COMMUNICATIONS SYSTEMS, INC. 1745 Technology Dr. San Jose, CA 95110 T 408.487.8000 F 408.487.8101 www.brocade.com -----END PRIVACY-ENHANCED MESSAGE-----