<PAGE>
EXHIBIT (a)(1)(B)
[TO BE SENT VIA E-MAIL]
LETTER OF TRANSMITTAL
TO TENDER OPTIONS
IN EXCHANGE FOR
NEW OPTIONS UNDER THE
LANTE STOCK OPTION PLAN
PURSUANT TO THE
OFFER TO EXCHANGE DATED DECEMBER 21, 2000
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON MONDAY, JANUARY 22, 2001,
UNLESS LANTE EXTENDS THE OFFER.
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To: Lante Corporation
161 North Clark Street, Suite 4900
Chicago, Illinois 60601
Attn: Scott Smaller, Treasurer
Telephone: (312) 696-5009
Facsimile: (312) 696-0060
Pursuant to the terms and subject to the conditions of the Offer to
Exchange dated December 21, 2000 and this Letter of Transmittal, I hereby tender
the following options to purchase shares of common stock, par value $.01 per
share ("Option Shares"), of Lante Corporation (the "Company") outstanding under
the Company's Amended and Restated 1998 Stock Option Plan (the "Plan") (to
validly tender such options you must complete the following table according to
Instructions 3 and 4 attached to this Letter of Transmittal):
<TABLE>
<CAPTION>
Number of Option Shares Subject to Grant Date of Option Exercise Price of
Option to be Tendered/(1)(2)/ to be Tendered Option to be Tendered
<S> <C> <C>
--------------------------------------- ---------------------------------------- --------------------------------------
--------------------------------------- ---------------------------------------- --------------------------------------
--------------------------------------- ---------------------------------------- --------------------------------------
--------------------------------------- ---------------------------------------- --------------------------------------
</TABLE>
(1) List each option that you wish to tender, along with each subsequently
issued option with an exercise price that is lower than the exercise price
of the option you wish to tender that you received within the six months
immediately prior to January 23, 2001, the date the Company expects to
accept the tendered options. See Instruction 4.
(2) List each option on a separate line even if more than one option was
issued on the same grant date.
You must complete and sign the following exactly as your name appears on
the option agreement or agreements evidencing the options listed above. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact
or another person acting in a fiduciary or representative capacity, please set
forth the signer's full title and include with this Letter of Transmittal proper
evidence of the authority of such person to act in such capacity. See
Instructions 1 and 5.
Signature:____________________________ Date:_________________________________
Name:_________________________________ Address:______________________________
Capacity:_____________________________ ______________________________________
Tax ID/SSN:___________________________ Telephone No.:
<PAGE>
Upon the terms and subject to the conditions set forth in the Offer to
Exchange dated December 21, 2000 (the "Offer to Exchange") and in this Letter of
Transmittal (this "Letter" and, together with the Offer to Exchange, as they may
be amended or supplemented from time to time, the "Offer"), I hereby tender to
the Company the options to purchase Option Shares specified in the table on page
1 of this Letter (the "Tendered Options") in exchange for new options to
purchase two-thirds of the Option Shares subject to the Tendered Options that
the Company accepts for exchange (the "New Options"). Subject to, and effective
upon, the Company's acceptance for exchange of the Tendered Options in
accordance with the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), I hereby sell, assign and transfer to, or upon the
order of, the Company all right, title and interest in and to the Tendered
Options.
I hereby represent and warrant that I have full power and authority to
tender the Tendered Options and that, when and to the extent the Tendered
Options are accepted for exchange by the Company, the Tendered Options will be
free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof (other than pursuant to the applicable option
agreement) and the Tendered Options will not be subject to any adverse claims.
Upon request, I will execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the exchange of the Tendered
Options pursuant to the Offer.
The name of the registered holder of the Tendered Options appears below
exactly as it appears on the option agreement or agreements representing the
Tendered Options. In the appropriate boxes of the table on page 1 of this
Letter, I have listed for each Tendered Option the total number of Option Shares
subject to the Tendered Option, the grant date of the Tendered Option and the
exercise price.
I understand and acknowledge that:
(1) I may tender all, some or none of the options I currently hold
pursuant to the Offer, and if I choose to tender an option, I must
tender, and will be deemed to have tendered, the whole option (no
partial tender of options) and any subsequently issued option with an
exercise price that is lower than the exercise price for the Tendered
Option that I received within the six months immediately prior to the
date the Company accepts the Tendered Option for exchange.
(2) The Company will not issue any New Options exercisable for fractional
shares. Instead, the Company will round down to the nearest whole
number (e.g., if a Tendered Option that the Company accepts for
exchange is exercisable for 2,000 shares, the Company will issue a New
Options exercisable for 1,333 shares).
(3) All Tendered Options properly tendered prior to 12:00 midnight,
Eastern time, on January 22, 2001, unless the Company has extended the
period of time the Offer will remain open (the "Expiration Date"), and
not properly withdrawn will be exchanged for New Options, upon the
terms and subject to the conditions of the Offer, including the
conditions described in Sections 1 and 6 of the Offer to Exchange.
(4) Upon the Company's acceptance of the Tendered Options for exchange,
this Letter will constitute an amendment to the option agreement or
agreements to which the Tendered Options are subject. All New Options
will be subject to the terms and conditions of the Plan and the terms
of a new option agreement between the Company and me, a copy of which
I will receive after the New Options are granted.
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<PAGE>
(5) The New Options will not be granted until on or about the first
business day that is at least six months and one day after the date
the Company accepts for exchange and cancels the Tendered Options and
will have (a) an exercise price equal to the fair market value of the
Company's common stock on that grant date and (b) a three-year,
monthly vesting schedule that begins on that grant date.
(6) I must be an employee of the Company or one of its subsidiaries from
the date I tender the Tendered Options through the date the New
Options are granted in order to receive the New Options, and, if for
any reason I do not remain an employee, I will not receive any New
Options or any other consideration for the Tendered Options.
(7) By tendering the Tendered Options pursuant to the procedure described
in Section 3 of the Offer to Exchange and in the instructions to this
Letter, I accept the terms and conditions of the Offer. The Company's
acceptance for exchange of the Tendered Options will constitute a
binding agreement between the Company and me upon the terms and
subject to the conditions of the Offer.
(8) Under certain circumstances set forth in the Offer to Exchange, the
Company may terminate or amend the Offer and postpone its acceptance
and cancellation of any Tendered Options, and in any such event, the
Tendered Options delivered herewith but not accepted for exchange will
be returned to me at the address indicated below.
(9) All options that I choose not to tender for exchange or that are not
accepted for exchange, assuming they are not required to be tendered
for exchange and canceled in accordance with the "six month look-back"
described in clause (1) above, shall remain outstanding and retain
their current exercise price and vesting schedule.
(10) The Company has advised me to consult with my own advisors as to the
consequences of participating or not participating in the Offer.
(11) I have read, understand and agree to all of the terms and conditions
of the Offer.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, my death or incapacity, and all of my
obligations hereunder shall be binding upon my heirs, personal representatives,
successors and assigns. Except as stated in the Offer, this tender is
irrevocable.
The Offer is not being made to (nor will Tendered Options be accepted from
or on behalf of) holders in any jurisdiction in which the making or acceptance
of the Offer would not be in compliance with the laws of such jurisdiction.
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<PAGE>
INSTRUCTIONS
THESE INSTRUCTIONS FORM PART OF
THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. The Letter, properly completed
and duly executed, and any other documents required by this Letter, must be
received by the Company at its address or facsimile number set forth on the
front cover of this Letter on or before the Expiration Date. The Company will
not accept any alternative or contingent tenders. By execution of this Letter,
you waive any right to receive any notice of the acceptance of the Tendered
Options, except as provided in the Offer to Exchange.
DELIVERY OF THIS LETTER TO AN ADDRESS OTHER THAN AS SET FORTH ON PAGE 1 OF
THIS LETTER OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ON
PAGE 1 OF THIS LETTER WILL NOT CONSTITUTE A VALID DELIVERY.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY
RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT
YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT
TIME TO ENSURE TIMELY DELIVERY.
2. Withdrawal of Tendered Options. Tenders of Tendered Options made
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date.
If the Offer is extended by the Company beyond that time, you may withdraw the
Tendered Options at any time until the extended expiration of the Offer. In
addition, unless the Company accepts the Tendered Options before 12:00 midnight,
Eastern time, on February 20, 2001, you may withdraw the Tendered Options at any
time after 12:00 midnight, Eastern time, on February 20, 2001. Because the
Company is not accepting partial tender of an individual option grant, you may
only withdraw a Tendered Option for all or none of the Option Shares subject to
such Tendered Option. To withdraw Tendered Options, you must deliver a written
notice of withdrawal with the required information to the Company while you
still have the right to withdraw the Tendered Options. Withdrawals may not be
rescinded and any Tendered Options withdrawn will thereafter be deemed not
properly tendered for purposes of the Offer unless such withdrawn Tendered
Options are properly re-tendered prior to the Expiration Date by following the
procedures described above.
3. Inadequate Space. If the space provided in the table on page 1 of this
Letter is inadequate, the information requested should be provided on a separate
schedule attached to this Letter.
4. Tenders. If you intend to tender options pursuant the Offer, you must
complete the table on page 1 of this Letter by providing the number of Option
Shares subject to each Tendered Option,the grant date of each Tendered Option
and the exercise price of each Tendered Option. You may tender some, all or none
of your options for exchange. However, if you tender an option, you must tender
the full option and you must tender all subsequent options with a lower exercise
price that you received during the six months immediately prior to the date we
accept options for exchange. See Section 5 of the Offer to Exchange for a more
detailed explanation of these requirements.
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<PAGE>
5. Signatures on this Letter of Transmittal. If this Letter is signed by
the holder of the Tendered Options, the signature must correspond with the name
as written on the face of the option agreement or agreements to which the
Tendered Options are subject without alteration, enlargement or any change
whatsoever. If this Letter is signed by a trustee, executor, administrator,
guardian, attorney-in-fact or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and proper
evidence satisfactory to the Company of the authority of such person so to act
must be submitted with this Letter.
6. Requests for Assistance or Additional Copies. Any questions or
requests for assistance, as well as requests for additional copies of the Offer
to Exchange or this Letter, may be directed to your benefits representative at
the address given on page 1 of this Letter or at (312) 696-5000. The Company
will promptly furnish copies at its expense.
7. Irregularities. All questions as to the number of Option Shares subject
to Tendered Options to be accepted for exchange, and the validity, form,
eligibility (including time of receipt) and acceptance for exchange of any
Tendered Options will be determined by the Company in its discretion, which
determinations shall be final and binding on all parties. The Company reserves
the right to reject any or all Tendered Options the Company determines not to be
in proper form or the acceptance of which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Tendered Options, and the Company's interpretation of the terms of
the Offer (including these instructions) will be final and binding on all
parties. No tender of Tendered Options will be deemed to be properly made until
all defects and irregularities have been cured or waived to the Company's
satisfaction. Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as the Company shall determine. Neither
the Company nor any other person is or will be obligated to give notice of any
defects or irregularities in tenders, and no person will incur any liability for
failure to give any such notice.
8. Important Tax Information. You should carefully review Sections 8 and
13 of the Offer to Exchange, which contains important tax information.
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