<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
RAMP NETWORKS, INC.
(Name of Subject Company)
BLACKBIRD ACQUISITION, INC.
NOKIA CORPORATION
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
751567-10-8
(CUSIP Number of Class of Securities)
Ursula Ranin
Nokia Corporation
Keilalahdentie 4
P.O. Box 226
FIN-00045 Nokia Group
Finland
011-358-9-180-71
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copies to:
Michael J. Coleman, Esq.
Shearman & Sterling
1550 El Camino Real, Suite 100
Menlo Park, California 94025-4100
(415) 330-2200
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$132,278,993.40 $26,455.80
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $5.80, the per share tender offer price, by
22,806,723, the sum of the 21,760,920 currently outstanding shares of
Common Stock sought in the Offer and the 1,045,803 shares of Common Stock
subject to options that were vested as of January 16, 2001.
** Calculated as 1/50 of 1% of the transaction value.
[X] 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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<S> <C> <C>
Amount Previously Paid: $26,455.80 Filing Party: Blackbird Acquisition, Inc., and
Nokia Corporation
Form or Registration No: Schedule TO Date Filed: December 15, 2000
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[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
[_] Check the appropriate boxes to designate any transactions to which the
statement relates:
[X] 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-2.3
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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This Amendment No. 2 (the "Amendment") amends and supplements the Tender
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Offer Statement on Schedule TO, as amended (the "Schedule TO"), filed with the
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Securities and Exchange Commission (the "Commission") on December 15, 2000 by
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Blackbird Acquisition, Inc., a Delaware corporation ("Purchaser"), a direct
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wholly owned subsidiary of Nokia Corporation, a company organized under the laws
of the Republic of Finland ("Parent"). The Schedule TO relates to the offer by
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Purchaser to purchase all outstanding shares of common stock, par value $0.001
per share (the "Shares"), of Ramp Networks, Inc., a Delaware corporation (the
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"Company"), at a purchase price of $5.80 per Share, net to the seller in cash
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(subject to applicable withholding taxes), without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated December 15,
2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
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together with the Offer to Purchase and any amendments or supplements hereto and
thereto, collectively constitute the "Offer"). Capitalized terms used and not
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otherwise defined herein shall have the meanings assigned to such terms in the
Offer to Purchase or in the Schedule TO.
Item 4. Terms of the Offer.
Item 4 of the Schedule TO is hereby amended and supplemented to include the
following additional information:
Section 14. Certain Conditions of the Offer.
The last paragraph of Section 14 of the Offer to Purchase on page 36 is
amended by adding the following sentence immediately following the last sentence
thereof:
"All conditions to the Offer, other than the condition set forth in clause
(ii) of the first paragraph of this Section 14 (which concerns the expiration or
termination of applicable waiting periods under governmental statutes and
regulations) and any involving receipt of necessary governmental approvals,
must be satisfied or waived on or prior to the expiration of the Offer."
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 4, 2001
BLACKBIRD ACQUISITION, INC.
/s/ Mika Vehvilainen
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Name: Mika Vehvilainen
Title: President
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 4, 2001
NOKIA CORPORATION
/s/ Mika Vehvilainen
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Name: Mika Vehvilainen
Title: Attorney-in-fact
2
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EXHIBIT INDEX
Exhibit
No. Description
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(a)(1) Offer to Purchase dated December 15, 2000. *
(a)(2) Form of Letter of Transmittal. *
(a)(3) Form of Notice of Guaranteed Delivery. *
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees. *
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients. *
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. *
(a)(7) Summary Advertisement as published in The Wall Street Journal on
December 15, 2000. *
(a)(8) Press Release issued by Parent on December 7, 2000 (incorporated by
reference to Exhibit 99.1 on the Schedule on TO-C filed by Purchaser
on December 7, 2000).
(a)(9) Press Release issued by Parent on December 21, 2000.**
(d)(1) Agreement and Plan of Merger dated as of December 6, 2000, among
Parent, Purchaser and the Company. *
(d)(3) Stockholders' Agreement dated as of December 6, 2000, among Parent,
Purchaser and each of Mahesh Veerina, Venrock Associates, Venrock
Associates II, L.P., Sridhar Bathina, Interwest Investors V, Interwest
Partners V, L.P., Anthony Sun, Philip Gianos, L. William Krause,
Kothandapani Ranganathan, Perry Grace, Richard Bridges, and Raghu
Bathina.*
(d)(4) Confidentiality Agreement dated October 16, 2000 between Nokia
Internet Communications, Inc. and the Company. *
(g) None.
(h) None.
* Incorporated by reference to the Schedule TO filed by Blackbird Acquisition,
Inc. on December 15, 2000.
** Incorporated by reference to the Schedule TO/A filed by Blackbird
Acquisition, Inc. on December 21, 2000.
