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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
HELLO DIRECT, INC.
(Name of Subject Company)
GN ACQUISITION CORPORATION
GN GREAT NORDIC LTD.
(Offerors)
Common Stock, Par Value, $0.001 per Share
(Title of Class of Securities)
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423402106
(Cusip Number of Class of Securities)
Jorn Kildegaard
c/o John A. Bick, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
John A. Bick, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$94,606,816 $18,921
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* Calculated by (i) multiplying $16.40, the per share tender offer price, by
5,327,128, the sum of the number of shares of Common Stock sought in the
Offer, plus (ii) payments to holders of options and warrants with an
exercise price less than $16.40 in an amount per option or warrant equal to
the difference between (a) $16.40 and (b) the applicable exercise price,
based on 1,198,835 outstanding options and warrants with an average
weighted exercise price of $9.74 per share, less (iii) the amount of
certain loans payable in connection with certain options.
** Calculated as 1/50 of 1% of the transaction value.
[_]Check 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.
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[_]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:
[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.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [_]
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TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates to an
offer by GN Acquisition Corporation, a Delaware corporation ("Purchaser") and
an indirect wholly owned subsidiary of GN Great Nordic Ltd., a Danish
corporation ("Great Nordic"), to purchase all outstanding shares of common
stock, par value $0.001 per share (the "Shares") of Hello Direct, Inc., a
Delaware corporation (the "Company"), at $16.40 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated October 11, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which together constitute the "Offer"), copies
of which are attached hereto as Exhibits (a)(l) and (a)(2).
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement, except as otherwise set forth
below.
Item 12. Materials to be Filed as Exhibits.
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(a)(1) Offer to Purchase dated October 11, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Summary Advertisement dated October 11, 2000.
(b) Not applicable.
(c) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of October 4, 2000, among the
Company, Great Nordic and Purchaser.
(d)(2) Stock Option Agreement, dated as of October 4, 2000, among the Company,
Great Nordic and Purchaser.
(d)(3) Non-Disclosure Agreement, dated as of October 27, 1999, between the
Company and GN Netcom A/S.
(d)(4) Non-Disclosure Agreement, dated as of August 10, 2000, between the
Company and GN Netcom, Inc.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 11, 2000
Gn Acquisition Corporation
/s/ P. Michael Fairweather
By: _________________________________
Name:P. Michael Fairweather
Title:Treasurer and Secretary
Gn Great Nordic Ltd.
/s/ Jorgen Lindegaard
By: _________________________________
Name: Jorgen Lindegaard
Title: President and Chief
Executive Officer
/s/ Jorn Kildegaard
By: _________________________________
Name: Jorn Kildegaard
Title: Executive Vice President
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EXHIBIT INDEX
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Exhibit No.
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(a)(1) Offer to Purchase dated October 11, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Summary Advertisement dated October 11, 2000.
(d)(1) Agreement and Plan of Merger, dated as of October 4, 2000, among
the Company, Great Nordic and Purchaser.
(d)(2) Stock Option Agreement, dated as of October 4, 2000, among the
Company, Great Nordic and Purchaser.
(d)(3) Non-Disclosure Agreement, dated as of October 27, 1999, between
the Company and GN Netcom A/S.
(d)(4) Non-Disclosure Agreement, dated as of August 10, 2000, between the
Company and GN Netcom, Inc.
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