- Written communication relating to an issuer or third party (SC TO-C)
September 24 2010 - 5:15PM
Edgar (US Regulatory)
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
BigBand Networks, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.001 par value
(Title of Class of Securities)
089750509
(CUSIP Number of Class of Securities Underlying Common Stock)
Robert E. Horton
Senior Vice President and General Counsel
BigBand Networks, Inc.
475 Broadway Street
Redwood City, California 94063
650-995-5000
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
J. Robert Suffoletta
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee
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Not applicable*
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Not Applicable*
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*
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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.
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o
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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.
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Amount Previously Paid:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Filing party:
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Not applicable.
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Date filed:
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Not applicable.
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þ
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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o
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third party tender offer subject to Rule 14d-1.
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þ
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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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 filing contains only preliminary communications made before the commencement of an
anticipated one-time stock option exchange program (the Option Exchange Program) to allow
employees of BigBand Networks, Inc. (the Company) that hold eligible options to purchase shares
of the Companys common stock (the stock options eligible for the Option Exchange Program,
eligible options) to exchange such eligible options for a lesser number of restricted stock
units.
Exhibit 99.1 to this filing is the Companys Definitive Proxy Statement for the Special Meeting of
Stockholders scheduled for October 18, 2010 (the Definitive Proxy Statement), which contains a
proposal that will be submitted to the Companys stockholders to approve the Option Exchange
Program.
The
Definitive Proxy Statement does not constitute an offer
to holders of eligible options to exchange such options. The Option Exchange Program described in
the Definitive Proxy Statement has not yet commenced.
Even if the requisite stockholder approval is obtained, the Company may still decide later not to
implement the Option Exchange Program. Persons who are eligible to participate in the Option
Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials
when those materials become available because they will contain important information about the
Option Exchange Program. The Company will file the Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission (the SEC) upon the commencement of the Option 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. Eligible holders of the Companys options may obtain a written copy of the
tender offer documents free of charge, when available, by contacting Investor Relations at BigBand
Networks, Inc., 475 Broadway Street, Redwood City, California 94063.
Item 12. Exhibits.
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Exhibit
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Number
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Description
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99.1
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Definitive Proxy Statement for the Special Meeting of Stockholders
scheduled for October 18, 2010 (incorporated by reference to the
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on September 20, 2010).
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