SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1 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
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 person)
Copy to:
J. Robert Suffoletta
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California
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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$23,981,731
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$1,710
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*
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Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 6,250,106 shares of
common stock of BigBand Networks, Inc. having an aggregate value of $23,981,731 as of October 18, 2010 will be exchanged and
cancelled pursuant to this offer. The aggregate value of such securities 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 $71.30
for each $1,000,000 of the value of this transaction.
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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:
Form or Registration No.:
Filing party:
Date filed:
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$1,710
Schedule TO-I
BigBand Networks, Inc.
October 21, 2010
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o
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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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third party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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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:
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TABLE OF CONTENTS
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on October 21, 2010 (the “Schedule TO”), relating
to an offer by BigBand Networks, Inc., a Delaware corporation (“BigBand” or the “Company”) to
exchange (the “Exchange Offer”) certain outstanding options to purchase up to an aggregate of
6,250,106 shares of the Company’s common stock, whether vested or unvested, that (i) have an
exercise price per share greater than or equal to $3.50, (ii) were granted under either the BigBand
2007 Equity Incentive Plan, including the BigBand. 2007 Equity Incentive Plan Israeli Sub-plan
thereunder (the “2007 Plan”) or the BigBand 2003 Share Option and Incentive Plan, including the
BigBand 2004 Share Option and Incentive Plan Sub-plan for Israeli Employees thereunder (the “2003
Plan”), and (iii) are held by Eligible Employees (as defined below), except as otherwise described
in the Offer to Exchange (the “Eligible Options”).
An “Eligible Employee” refers to an employee of the Company or any of its subsidiaries that
resides in the U.S., China, Hong Kong, Israel or Korea as of the start of the Exchange Offer and
remains an employee of the Company or any of its subsidiaries in any such countries through the
expiration of the Exchange Offer and the RSU grant date.
Eligible Options may be exchanged for Restricted Stock Units (“RSUs”) under the 2007 Plan,
upon the terms and subject to the conditions set forth in:
(i) the Offer to Exchange Certain Outstanding Options for Restricted Stock Units dated October
21, 2010 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A);
(ii) the Launch Announcement E-Mail dated October 21, 2010, attached hereto as Exhibit
(a)(1)(B);
(iii) the Election Form, attached hereto as Exhibit (a)(1)(C);
(iv) the Forms of Confirmation E-mail, attached hereto as Exhibit (a)(1)(D);
(v) the Forms of Reminder E-mail, attached hereto as Exhibit (a)(1)(E);
(vi) the Form of Informational Presentation to Employees, attached hereto as Exhibit
(a)(1)(H); and
(vii) the Form of Confirmation Letter to Israeli Tax Authorities, 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.”
On November 7, 2010, BigBand’s management will deliver an email to all Eligible Employees in
Israel describing the results of a tax ruling regarding the tax aspects relating to the Exchange
Offer for Israeli Eligible Employees.
On November 8, 2010, BigBand’s management will deliver an email to all Eligible Employees
regarding changes in the details of the upcoming meetings to be held in order to explain the
Exchange Offer and answer questions Eligible Employees may have in connection with the Exchange
Offer.
Pursuant to Rule 12b-15 under the Securities Exchange Act, as amended, this Amendment No. 1
amends and supplements Item 12 of the Schedule TO in the manner set forth below, and all other
items and exhibits contained in this Schedule TO remain unaffected.
The following are hereby added as Disclosure Documents:
(viii) the Form of E-mail to Israeli Eligible Employees, attached hereto as Exhibit (a)(1)(K);
and
(ix) the Form of E-mail Notification of Change in Meetings, attached hereto as Exhibit
(a)(1)(L).
Item 12
. Exhibits.
The Exhibit Index attached to this Amendment No. 1 is incorporated herein by reference.
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