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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Act of 1934
VIANET TECHNOLOGIES INC.
(Name of Issuer)
VIANET TECHNOLOGIES INC.
(Name of Person(s) Filing Statement)
Class A Common Stock Purchase Warrants
Class B Common Stock Purchase Warrants
Class C Common Stock Purchase Warrants
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Peter Leighton, President,
Vianet Technologies Inc.
6509 Windcrest Drive, Suite 160
Plano, Texas 75024
(972) 543-2700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s)) Filing Statement
With copies to:
Richard A. Friedman
Sichenzia, Ross & Friedman LLP
135 West 50th Street
New York, NY 10020
November 10, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
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Transaction Valuation Amount of
Filing Fee $1,653
$8,426,872.80 based upon price
of Common Stock on
____ Checkbox 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 the filing.
Amount previously paid: $1,653
Filing Party: Vianet Technologies, Inc.
Form or Registration No.: 0005-59745
Date Filed: October 20, 2000
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ITEM 1. Summary Term Sheet.
This statement constitutes Amendment No. 1 of the Tender Offer
Statement on Schedule 13E-4 filed on October 20, 2000 by Vianet Technologies,
Inc., a Delaware corporation (the "Issuer" or the "Company") with regard to the
offer to purchase by the Company of class A, B, and C common stock purchase
warrants of the Company, either currently outstanding or issuable upon exercise
of outstanding warrants, to (a) reduce the exercise price of 100% of the class A
common stock purchase warrants from $1.53 to $0.01, and to reduce the exercise
price of 50% of the class B common stock purchase warrants from $1.91 to $0.01;
in consideration of (b) the holders of such securities agreeing to (i) exercise
100% of the reduced price class A and B common stock purchase warrants, and (ii)
cancel the remaining class B and C common stock purchase warrants which they
currently hold or one entitled to receive, upon the terms and conditions set
forth in the Notice to Shareholders dated October 20, 2000.
The Company is sending the letter attached as Exhibit (a) to each of
the shareholders of the Company extending the offering period to November 20,
2000.
ITEM 12. Exhibits.
(a) Letter to Shareholders of the Company informing
them of the extension of the Tender Offer.
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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 statement is true, complete and correct.
Date: November 10, 2000
VIANET TECHNOLOGIES INC.
By: /s/ Peter Leighton
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Peter Leighton
President
