-----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, FQEPgh6IlQp43+epy/dRk+6kTJCVgGX5NlSofO3XwVlnhubx1621pfhxxgXfkDft n43iM+8FJH61uGVY7X59GQ== 0001012870-01-001488.txt : 20010409 0001012870-01-001488.hdr.sgml : 20010409 ACCESSION NUMBER: 0001012870-01-001488 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KANA COMMUNICATIONS INC CENTRAL INDEX KEY: 0001089907 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770435679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-56923 FILM NUMBER: 1591805 BUSINESS ADDRESS: STREET 1: 740 BAY RD CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503259850 MAIL ADDRESS: STREET 1: 740 BAY RD CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KANA COMMUNICATIONS INC CENTRAL INDEX KEY: 0001089907 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770435679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 740 BAY RD CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503259850 MAIL ADDRESS: STREET 1: 740 BAY RD CITY: REDWOOD CITY STATE: CA ZIP: 94063 SC TO-I/A 1 0001.txt AMENDMENT NO. 2 TO SCHEDULE TO-I ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- SCHEDULE TO (Rule 13e-4) ------------------------------- TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ------------------------------- KANA COMMUNICATIONS, INC. (Name of Subject Company (Issuer)) ------------------------------- KANA COMMUNICATIONS, INC. (Name of Filing Person (Offeror)) ------------------------------- Certain Options to Purchase Common Stock, Par Value $.001 Per Share, Having an Exercise Price Per Share of More Than $5.00 (Title of Class of Securities) ------------------------------- 483 600 10 2 (CUSIP Number of Class of Securities) (Underlying Common Stock) ------------------------------- James C. Wood Chief Executive Officer Kana Communications, Inc. 740 Bay Road Redwood City, California 94063 (650) 298-9282 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: David A Makarechian, Esq. Stephen B. Sonne, Esq. Two Embarcadero Place 2200 Geng Road Palo Alto, California 94303 (650) 424-0160 [_] 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. [_] The filing of this Amendment No. 2 to Schedule TO shall not be construed as an admission by Kana Communications, Inc. that the Offer constitutes an issuer tender offer for purposes of the Securities Exchange Act of 1934 and the rules promulgated thereunder. Introductory Statement This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on February 28, 2001, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on March 16, 2001, relating to our offer to exchange certain options to purchase shares of our common stock, par value $.001 per share, having an exercise price per share of more than $5.00 for restricted shares of our common stock and for new options to purchase shares of our common stock upon the terms and subject to the conditions described in the Offer to Exchange dated February 28, 2001, and the related Letter of Transmittal. This Amendment No. 2 extends the offer period by three business days such that the offer shall expire at 5:00 p.m., Pacific Time, on April 5, 2001. Item 12. Exhibits A. The Offer to Exchange, dated February 28, 2001, attached to the Schedule TO as exhibit (a)(1) thereto, is hereby amended to extend the offer period such that the offer shall expires at 5:00 p.m., Pacific Time, on April 5, 2001. B. The Letter of Transmittal, attached to the Schedule TO as exhibit (a)(2) thereto, is hereby amended to extend offer period such that the offer shall expire at 5:00 p.m., Pacific Time, on April 5, 2001. C. Item 12 of the Schedule TO is hereby amended to add a reference to Exhibit (a)(11), which is attached hereto, as follows: (a) (11) Form of Announcement to Eligible Option Holders of Extension of the offer. 1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct. Kana Communications, Inc. /s/ James C. Wood --------------------------- James C. Wood Chief Executive Officer Date: April 2, 2001 2 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- (a)(11) Form of Announcement to Eligible Option Holders of Extension of the Offer. 4 EX-99.(A)(11) 2 0002.txt FORM OF ANNOUNCEMENT TO ELIGIBLE OPTION HOLDERS EXHIBIT 99.(a)(11) Stock Option Exchange Program-Extended Until Thursday, April 5, 2001 Please note that we have extended the deadline for the Stock Option Exchange Program until 5:00 p.m., Pacific Time, Thursday, April 5, 2001. If you wish to participate or withdraw, you must do so by such time. In addition, if we have not accepted your tendered options for exchange before 12:00 midnight Eastern Time, on April 25, 2001, you may withdraw your tendered options at any time after April 25, 2001 until they are accepted and cancelled. If you have any questions, please contact me or Stephanie Kuo. Frank Huang, General Counsel -----END PRIVACY-ENHANCED MESSAGE-----