- Written communication relating to an issuer or third party (SC TO-C)
15 Dicembre 2009 - 11:03PM
Edgar (US Regulatory)
UNITED STATES
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
________________________
VOXWARE, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
________________________
Options to Purchase Shares of Common
Stock, par value $0.001 per share
(Title of Class of Securities)
________________________
92906L501
(CUSIP Number of
Class of Securities)
(Underlying Common Stock)
________________________
Scott J. Yetter
President and Chief Executive Officer
Voxware, Inc.
300 American Metro Blvd., Suite
155
Hamilton, New Jersey 08619
(609) 514-4100
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing
person)
Copy to:
Andrew P. Gilbert, Esq.
Morgan, Lewis, &
Bockius LLP
502 Carnegie Center
Princeton,
New Jersey 08540
(609) 919-6600
CALCULATION OF FILING
FEE
Transaction
valuation*
|
|
Amount of filing
fee*
|
Not
applicable*
|
|
Not
applicable*
|
*
|
|
A filing fee is not required in
connection with this filing as it relates solely to preliminary
communications made before the commencement of a tender
offer.
|
o
|
|
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.
|
|
|
Form or
Registration
No.:
|
Not
applicable.
|
|
|
Filing
party:
|
Not
applicable.
|
|
|
Date
filed:
|
Not
applicable.
|
x
|
|
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.
|
|
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o
going-private transaction subject to Rule
13e-3.
|
|
|
o
amendment to Schedule 13D under Rule 13d-2.
|
|
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Check the following box if the filing is a final amendment
reporting the results of the tender offer.
o
|
This Tender Offer Statement on Schedule TO
is being filed by Voxware, Inc. (the
Company
) pursuant to General
Instruction D to Schedule TO.
Explanatory Note
On December 15, 2009, the Company filed
with the Securities and Exchange Commission (the
SEC
) a current report on Form 8-K
reporting the results of its 2009 Annual Meeting of Stockholders at which the
Companys stockholders approved a proposal to amend the Companys 2003 Stock
Incentive Plan to permit a one-time voluntary stock option exchange program (the
Exchange Program
) to exchange certain outstanding stock options to purchase shares of
the Companys common stock. The current report on Form 8-K is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Additional Information
This filing is neither an offer to
purchase nor a solicitation of an offer to sell securities. The Exchange Program
described in this filing has not commenced. At the time the expected Exchange
Program commences, the Company will file a tender offer statement on Schedule TO
with the SEC and will notify anyone to whom the tender offer is directed.
Persons who may be eligible to participate in the Exchange Program should read
the Tender Offer Statement on Schedule TO, including the offer to exchange and
other related materials, when those materials become available because they will
contain important information about the Exchange Program. The Companys
stockholders and option holders will be able to obtain these written materials
and other documents filed by the Company with the SEC free of charge from the
SECs website at
www.sec.gov
.
ITEM 12. EXHIBITS.
99.1 Current Report on Form 8-K, dated
December 15, 2009 (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 15, 2009).
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