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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
LANTE CORPORATION
(Name of Subject Company (Issuer))
LANTE CORPORATION
(Name of Filing Person (Offeror))
Options Under Lante Corporation's Amended and Restated 1998 Stock Option Plan
to Purchase Common Stock, Par Value $.01 Per Share,
Held by Certain Option Holders
(Title of Class of Securities)
516540 10 1
(CUSIP Number of Underlying Class of Securities)
copies to:
Thaddeus J. Malik Jeffrey R. Patt, Esq.
Vice President and General Counsel Adam R. Klein, Esq.
Lante Corporation Katten Muchin Zavis
161 North Clark Street, Suite 490 525 West Monroe Street, Suite 1600
Chicago, Illinois 60601 Chicago, Illinois 60661
(312) 696-5000 (312) 902-5200
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
[_] 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:
[_] third party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on December 21, 2000, relating to our offer to exchange options to
purchase shares of our common stock, par value $.01 per share, held by certain
employees for new options to purchase shares of our common stock at a per share
exercise price equal to the fair market value of one share of our common stock
on the date of issuance upon the terms and subject to the conditions in the
Offer to Exchange dated December 21, 2000 and the related Letter of Transmittal.
ITEM 12 EXHIBITS
Item 12 of the Schedule TO is hereby amended and restated as follows so as to
add Exhibit (a)(1)(E) attached hereto:
(a)(1)(A)* Offer to Exchange dated December 21, 2000.
(a)(1)(B)* Form of Letter of Transmittal.
(a)(1)(C)* Form of Letter to Eligible Option Holders Regarding Offer.
(a)(1)(D)* Form of Letter to Tendering Option Holders Regarding Acceptance
of Tendered Options.
(a)(1)(E) Form of Letter to Eligible Option Holders Clarifying Offer to
Exchange
(b) Not applicable.
(d)(1)* Lante Corporation Amended and Restated 1998 Stock Option Plan.
(d)(2)* Form of Option Agreement pursuant to the Lante Corporation
Amended and Restated 1998 Stock Option Plan.
(g) Not applicable.
(h) Not applicable.
* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to the Schedule TO is
true, complete and correct.
Lante Corporation
/s/ Thaddeus J. Malik
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Thaddeus J. Malik
Vice President and
General Counsel
Date: January 2, 2001
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INDEX TO EXHIBITS
Exhibit
Number Description
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(a)(1)(E) Form of Letter to Eligible Option Holders Clarifying Offer
to Exchange
