UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
IMPROVENET, INC.
(Name of subject company (issuer))
IMPROVENET, INC.
(Name of Filing Persons (issuer and offeror))
Common Stock--$0.001 par value per share
(Title of Class of Securities)
45321E106
(CUSIP number of Class of Securities)
Brian Evans
ImproveNet, Inc.
1286 Oddstad Drive, Redwood City, California 94063
(650) 363-8173
(name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
Copies to:
William T. Manierre
Sheppard, Mullin, Richter & Hampton LLP
Four Embarcdero Center, 17th Floor, San Francisco, CA 94111
(415) 774-3283
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee*
---------------------- ---------------------
$2,644,981 $531.20
* For purposes of calculating the amount of filing fee only. The amount
assumes the purchase of 17,706,540 shares of common stock, par value
$0.001 per share, of ImproveNet at a price per share of $0.15. Not
applicable.
/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.
Amount Previously Paid: $531.20
Form or Registration No.: Schedule TO-I/13E-3--No. 005-60293
Filing Party: ImproveNet, Inc.
Date Filed: 10/7/02
/_/ 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.
/X/ 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: /_/
This Amendment No. 3 to the Joint Schedule TO/13E-3 (this "Schedule
TO") is filed by ImproveNet, Inc., a Delaware corporation. This Schedule TO
relates to the offer by ImproveNet to purchase any and all outstanding shares of
its common stock, par value $0.001 per share, at a purchase price of $0.14 per
share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated December 4, 2002, and in the related
Letter of Transmittal, copies of which are attached as Exhibits a.1.1 and a.1.2
to Amendment No. 1 to the Joint Schedule TO/13E-3 filed by ImproveNet on
December 4, 2002 (the "Offer to Purchase") which, together with any amendments
or supplements thereto, collectively constitute the "Offer."
ITEM 11. Additional Information
The Merger of ImproveNet, Inc. and eTechLogix, Inc. Has Been Completed.
On December 23, 2002, a wholly owned subsidiary of ImproveNet merged
into eTechLogix, Inc. As a result of this transaction, eTechLogix, Inc. is now a
wholly owned subsidiary of ImproveNet and the former shareholders of eTechLogix,
Inc. hold approximately 68% of the outstanding stock of ImproveNet.
The completion of this transaction satisfied all of the conditions to
the Offer applicable to ImproveNet and eTechLogix, Inc. set forth in the Offer
to Purchase under the caption "Certain Conditions of the Offer." The Offer to
Purchase remains in full force and effect and remains subject to the procedural
requirements described under the caption "Procedures for Accepting the Tender
Offer and Tendering Shares," including without limitation the valid tender by
stockholders of their shares.
On December 24, 2002, ImproveNet issued a press release announcing the
completion of the merger, the text of which is attached to this Schedule TO as
Exhibit 99.1 and incorporated herein by this reference. The press release
includes a statement concerning forward-looking statements made under the
Private Securities Litigation Reform Act of 1995. The safe harbors provided
under the Act with respect to forward-looking statements are not available to
statements made in connection with a tender offer.
ITEM 12. Exhibits
Exhibit 99 Press release issued December 24, 2002.
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.
Dated: December 24, 2002 IMPROVENET, INC.
By: /s/ Brian Evans
-----------------------------
Brian Evans
Secretary and General Counsel
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