Schedule TO

SC TO-I 1 dsctoi.htm SCHEDULE TO Schedule TO

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

Riverbed Technology, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $0.0001 par value

(Title of Class of Securities)

768573 10 7

(CUSIP Number of Class of Securities’ Underlying Common Stock)

Jerry M. Kennelly

President and Chief Executive Officer

Riverbed Technology, Inc.

199 Fremont Street

San Francisco, CA 94105

(415) 247-8800

(Name, address and telephone numbers of person authorized to receive notices and

communications on behalf of filing persons)

Copies to:

David J. Segre, Esq.

Richard A. Kline, Esq.

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
$90,089,205.97		$3,540.51

Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 5,511,495 shares of common stock of Riverbed Technology, Inc. having an aggregate value of $90,089,205.97 as of April 30, 2008 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 the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of the value of the transaction.

¨	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.

¨	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.

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: ¨

This Tender Offer Statement on Schedule TO relates to an offer by Riverbed Technology, Inc., a Delaware corporation (“Riverbed” or the “Company”), to exchange (the “Exchange Offer”) options to purchase up to an aggregate of 5,511,495 shares of the Company’s common stock, whether vested or unvested, that (i) were granted prior to May 1, 2008 with an exercise price greater than or equal to $16.404; (ii) were granted under the Riverbed Technology, Inc. 2006 Equity Incentive Plan; and (iii) are held by eligible option holders (the “Eligible Options”).

These Eligible Options may be exchanged for new options that will be granted under the Company’s 2006 Equity Incentive Plan (the “New Options”), upon the terms and subject to the conditions set forth in (i) the Offer to Exchange Certain Outstanding Options for New Options, dated May 1, 2008 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), (ii) the e-mail to eligible employees from Mike Guerchon, dated May 1, 2008, attached hereto as Exhibit (a)(1)(B), (iii) the Summary of Stock Option Exchange Program, attached hereto as Exhibit (a)(1)(C), (iv) the Election Form, attached hereto as Exhibit (a)(1)(E), (v) the Instructions Forming Part of the Terms and Conditions of the Offer, attached hereto as Exhibit (a)(1)(I), and (vi) the Agreement to Terms of Election, attached hereto as Exhibit (a)(1)(J). These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.” An “eligible option holder” refers to all persons who are non-Section 16 reporting employees (including employees on an expatriate assignment, but excluding any employees located in China or the Philippines) hired on or before 5:00 p.m., Pacific Time, on May 1, 2008 and who remain employees through the date on which the New Options are granted.

The information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Schedule TO.

Item 1.

Summary Term Sheet.

The information set forth under the caption “Summary Term Sheet” in the Offer to Exchange is incorporated herein by reference.

Item 2.

Subject Company Information.

(a)

Name and Address.

Riverbed is the issuer of the securities subject to the Exchange Offer. The address of the Company’s principal executive office is 199 Fremont Street, San Francisco, CA 94105, and the telephone number at that address is (415) 247-8800. The information set forth in the Offer to Exchange under the caption “The Offer—Information concerning Riverbed Technology” is incorporated herein by reference.

(b)

Securities.

The subject class of securities consists of the Eligible Options. The actual number of shares of common stock subject to the New Options to be issued in the Exchange Offer will depend on the number of shares of common stock subject to the unexercised options tendered by eligible employees and accepted for exchange and cancelled. The information set forth in the Offer to Exchange under the captions “Summary Term Sheet,” “Risks of Participating in the Offer,” and the sections under the caption “The Offer” titled “Number of options; expiration date,” “Acceptance of options for exchange and issuance of new options,” and “Source and amount of consideration; terms of new options” is incorporated herein by reference.

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(c)

Trading Market and Price.

The information set forth in the Offer to Exchange under the caption “The Offer—Price range of shares underlying the options” is incorporated herein by reference.

Item 3.

Identity and Background of Filing Person.

(a)

Name and Address.

The filing person is the issuer. The information set forth under Item 2(a) above is incorporated by reference.

Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Exchange is incorporated herein by reference.

Item 4.

Terms of the Transaction.

(a)

Material Terms.

The information set forth in the Offer to Exchange under the caption “Summary Term Sheet” and the sections under the caption “The Offer” titled “Eligibility,” “Number of options; expiration date,” “Purpose of the offer,” “Procedures for electing to exchange options,” “Withdrawal rights and change of election,” “Acceptance of options for exchange and issuance of new options,” “Conditions of the offer,” “Source and amount of consideration; terms of new options,” “Price range of shares underlying the options,” “Status of options acquired by us in the offer; accounting consequences of the offer,” “Legal matters; regulatory approvals,” “Material U.S. federal income tax consequences,” “Material income tax consequences and certain other considerations for employees who reside outside the United States,” “Extension of offer; termination; amendment” and Schedule C attached to the Offer to Exchange is incorporated herein by reference.

(b)

Purchases.

Item 5.

Past Contacts, Transactions, Negotiations and Arrangements.

(e)

Agreements Involving the Subject Company’s Securities.

The information set forth in the Offer to Exchange under the caption “The Offer—Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference. The eligible option plan and related option agreement attached hereto as Exhibit (d) contain information regarding the subject securities.

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Item 6.

Purposes of the Transaction and Plans or Proposals.

(a)

Purposes.

The information set forth in the Offer to Exchange under the captions “Summary Term Sheet” and “The Offer—Purpose of the offer” is incorporated herein by reference.

(b)

Use of Securities Acquired.

The information set forth in the Offer to Exchange under the captions “The Offer—Acceptance of options for exchange and issuance of new options” and “The Offer—Status of options acquired by us in the offer; accounting consequences of the offer” is incorporated herein by reference.

(c)

Plans.

The information set forth in the Offer to Exchange under the caption “The Offer—Purpose of the offer” is incorporated herein by reference.

Item 7.

Source and Amount of Funds or Other Consideration.

(a)

Source of Funds.

The information set forth in the Offer to Exchange under the caption “The Offer—Source and amount of consideration; terms of new options” is incorporated herein by reference.

(b)

Conditions.

The information set forth in the Offer to Exchange under the caption “Conditions of the offer,” is incorporated herein by reference.

(d)

Borrowed Funds.

Not applicable.

Item 8.

Interest in Securities of the Subject Company.

(a)

Securities Ownership.

(b)

Securities Transactions.

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Item 9.

Person/Assets, Retained, Employed, Compensated or Used.

(a)

Solicitations or Recommendations.

Not applicable.

Item 10.

Financial Statements.

(a)

Financial Information.

The information set forth in Schedule B to the Offer to Exchange and in the Offer to Exchange under the captions “The Offer—Financial Statements” and “The Offer—Additional Information” is incorporated herein by reference. The Company’s Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q can also be accessed electronically on the Securities and Exchange Commission’s website at http://www.sec.gov.

(b)

Pro Forma Information.

Not applicable.

Item 11.

Additional Information.

(a)

Agreements, Regulatory Requirements and Legal Proceedings.

The information set forth in the Offer to Exchange under the captions “The Offer—Interests of directors and executive officers; transactions and arrangements concerning the options” and “The Offer—Legal matters; regulatory approvals” is incorporated herein by reference.

(b)

Other Material Information.

Not applicable.

Item 12.

Exhibits.


(a)(1)(A)		Offer to Exchange Certain Outstanding Options for New Options, dated May 1, 2008.
(a)(1)(B)		E-mail to all Eligible Employees from Mike Guerchon dated May 1, 2008.
(a)(1)(C)		Summary of Stock Option Exchange Program.
(a)(1)(D)		Form of E-mail Announcement of Offer to Exchange.
(a)(1)(E)		Election Form.
(a)(1)(F)		Screen Shots of Offer Website.
(a)(1)(G)		Confirmation of Receipt of Election Form.
(a)(1)(H)		Form of Reminder E-mail.
(a)(1)(I)		Instructions Forming Part of the Terms and Conditions of the Offer.
(a)(1)(J)		Agreement to Terms of Election.

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(b)

Not applicable.

(d)

The Riverbed Technology, Inc. 2006 Equity Incentive Plan and forms of agreements thereunder, incorporated herein by reference to Exhibit 10.5 to the Company’s registration statement on Form S-1/A, filed with the SEC on September 20, 2006.

(g)

Not applicable.

(h)

Not applicable.

Item 13.

Information Required by Schedule 13E-3.

(a)

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 Schedule TO is true, complete and correct.

RIVERBED TECHNOLOGY, INC.

/s/ Jerry M. Kennelly

Jerry M. Kennelly

President and Chief Executive Officer

Date: May 1, 2008

INDEX TO EXHIBITS


Exhibit Number		Description
(a)(1)(A)		Offer to Exchange Certain Outstanding Options for New Options, dated May 1, 2008.

(a)(1)(B)		E-mail to all Eligible Employees from Mike Guerchon dated May 1, 2008.

(a)(1)(C)		Summary of Stock Option Exchange Program.

(a)(1)(D)		Form of E-mail Announcement of Offer to Exchange.

(a)(1)(E)		Election Form.

(a)(1)(F)		Screen Shots of Offer Website.

(a)(1)(G)		Confirmation of Receipt of Election Form.

(a)(1)(H)		Form of Reminder E-mail.

(a)(1)(I)		Instructions Forming Part of the Terms and Conditions of the Offer.

(a)(1)(J)		Agreement to Terms of Election.

(b)		Not applicable.

(d)		The Riverbed Technology, Inc. 2006 Equity Incentive Plan and forms of agreements thereunder, incorporated herein by reference to Exhibit 10.5 to the Company’s registration statement on Form S-1/A, filed with the SEC on September 20, 2006.

(g)		Not applicable.

(h)		Not applicable.