UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.3 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES ACT OF 1934
YP.NET, INC.
(Name of Issuer)
YP.NET, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
987824109
(CUSIP Number of Class of Securities)
Angelo Tullo,
President,
YP.NET, INC.
4840 East Jasmine Street
Suite 105
Mesa, Arizona 85205
(480) 654-9646
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s)) Filing Statement
With copies to:
Gregory Sichenzia
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, NY 10018
January 17, 2002
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
========================================================
Transaction Valuation Amount of
Filing Fee
$ 2,564,368 based upon price $ 513
of Common Stock on January 17, 2002
____ 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:
FILING PARTY:
FORM OR REGISTRATION NO.:
DATE FILED:
___ 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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ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Summary Term Sheet in the Offer to
Exchange is incorporated herein by reference.
We previously offered to exchange shares of series C preferred stock and
series D preferred stock for all outstanding shares of Common Stock , except for
shares of Common Stock subject to lock-up agreements. By delivery of this
Schedule TO, we hereby rescind such offer and replace it with the offer to
exchange for shares of our series E preferred stock ("Series E Preferred
Stock").
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the issuer is YP.NET, INC. The address of its principal
executive offices is 4840 East Jasmine Street, Suite 105, Mesa, Arizona 85205.
(b) There are currently 43,813,680 shares of Common Stock, par value $.001
per share outstanding. In addition, there are currently: 1) 2,500,000 shares of
Series B Preferred Stock authorized, with none outstanding; 2) 45,000,000 shares
of Series C Preferred Stock authorized, with none outstanding; 3) 45,000,000
shares of Series D Preferred Stock authorized, with none outstanding; and 4)
50,000,000 shares of blank check Preferred Stock, with none outstanding.
Accordingly, if all of the holders eligible to participate in this offering
elect to participate in this offering, the Company will issue an aggregate of
up to 10,000,000 shares of series E preferred stock and 33,813,680 shares of
Common Stock will be outstanding.
(c) The Common Stock has been traded on the OTC Bulletin Board since
January 28, 2002. Prior thereto, the Common Stock has been traded on the "Pink
Sheets." The high and low bids for the last two years are as follows:
High Bid Low Bid
2000
First Quarter (January 1, 2000 to March 31, 2000) $ 0.52 $ 0.25
Second Quarter (April 1, 2000 to June 30, 2000) $ 0.35 $ 0.30
Third Quarter (July 1, 2000 to September 30, 2000 ) $ 0.50 $ 0.32
Fourth Quarter (October 1, 2000 to December 31, 2000) $ 0.43 $ 0.18
2001
First Quarter (January 1, 2001 to March 31, 2001) $ 0.30 $ 0.17
Second Quarter (April 1, 2001 to June 30, 2001) $ 0.25 $ 0.15
Third Quarter (July 1, 2001 to September 30, 2001) $ 0.026 $ 0.059
Fourth Quarter (October 1, 2001 to December 31, 2001) $ 0.319 $ 0.069
(d) None.
(e) Not applicable
(f) None.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
YP.NET, INC., 4840 East Jasmine Street, Suite 105, Mesa, Arizona 85205.
The business number is (480) 654-9646. YP.NET, INC.'s officers and directors,
who can be reached through the YP.NET, INC. at the aforementioned business
address and telephone number, are as follows:
- Angelo Tullo, Chairman of the Board, Director,
Chief Executive Officer and President
- Walter Vogel, Director, Vice Chairman of the Board
- Gregory B. Crane, Director
- Daniel L. Coury, Sr., Director
- Harold A. Roberts, Director
- DeVal Johnson, Director
- Donald Reese, Director of Operations
- Pamela J. Thompson, CPA, Chief Financial Officer,
Treasurer, Secretary
The Company also has two controlling shareholders, each of which are
controlled by Ilse Cooper. Matthew & Markson Ltd. owns approximately 27% of our
outstanding Common Stock and Morris & Miller Ltd. owns approximately 23% of our
outstanding Common Stock.
ITEM 4. TERMS OF THE TRANSACTION
(a) Material terms.
(1) Tender Offers.
(i) The information set forth on the cover page to the Offer to Exchange is
incorporated herein by reference.
(ii) The information set forth on the cover page to the Offer to Exchange is
incorporated herein by reference.
(iii) The information set forth in the Offer to Exchange - Terms of the Offer;
Expiration Date is incorporated herein by reference.
(iv) Not applicable.
(v) The information set forth in the Offer to Exchange - Terms of the Offer;
Expiration Date is incorporated herein by reference.
(vi) The information set forth in the Offer to Exchange - Withdrawal Rights is
incorporated herein by reference.
(vii) The information set forth in the Offer to Exchange - Procedures for
Tendering Shares and Withdrawal Rights is incorporated herein by reference.
(viii) The information set forth in the Offer to Exchange - Acceptance for
Payment and Payment for Shares is incorporated herein by reference.
(ix) The Company is offering to exchange up to 10,000,000 shares of the
Company's outstanding common stock, par value $.001 per share (the "Common
Stock") for 10,000,000 shares of series E preferred stock. In the event more
than 10,000,000 shares of Common Stock are tendered for exchange, the exchange
will be made a on a pro rata basis which limits the total number of shares
exchanged to 10,000,000. Certain majority shareholders, officers and directors,
who in the aggregate hold 23,655,500 shares of Common Stock have signed
agreements with the Company not to participate in the exchange. We will issue a
press release to announce the proration percentage, if it is necessary, after
the expiration date. In addition, the specific proration amounts for each
stockholder will be disclosed to that stockholder at the time of delivery of the
shares of Series E Preferred Stock.
(x) The information set forth in Offer to Exchange - Description of Series E
Preferred Stock is incorporated herein by reference.
(xi) Not applicable.
(xii) The information set forth in the Offer to Exchange - Federal Income Tax
Consequences is incorporated herein by reference.
(2) Mergers or Similar Transactions. Not applicable.
(b) Exchanges. Officer and Directors of the Company are eligible to participate
on the same terms and conditions as other stockholders, however, certain of
these persons have contractually agreed not to participate.
(c) Different Terms. Rule 13e-4(f)(8)(i) (the "all holders rule") requires that
any issuer tender offer be open to all security holders of the class of
securities subject to the tender offer. In compliance with said Rule, the Offer
is open to all holders of the Common Stock. Nevertheless, certain stockholders
have agreed not to participate in the offer.
(d) Appraisal Rights. None.
(e) Provisions for Unaffiliated Security Holders. The information set forth in
the Offer to Exchange under Information about the Company is incorporated herein
by reference.
(f) Eligibility for Listing or Trading. The Company has no present intent to
seek listing or eligibility for the Series E Preferred stock on any automated
quotation system.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The Company and certain majority shareholders, officers and directors, who
in aggregate hold 23,655,500 shares of Common Stock, have signed agreements
whereby such shareholders are precluded from selling any of their holdings for a
period of two years after the date of this offering. After two years, these
shareholders are limited to selling 25% percent of their holdings per year for
the next four years. These lock-up agreements, entitled Limited Standstill
Agreement, are annexed hereto as Exhibits 5.1 through 5.11.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The purpose of this tender offer is to retire a substantial number of
shares of outstanding Common Stock, except for Common Stock held by certain
majority shareholders, officers and directors, as described above in Item 1 and
4. Once accepted for tender, the Common Stock will be cancelled and returned to
authorized but unissued status. Except as described herein, there are no present
plans or proposals that relate to or would result in:
(a) The acquisition by any person, other than the Company, of additional
securities of the Company, or the disposition of such securities by any such
person;
(b) Any extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c) Any sale or transfer of a material amount of the assets of the Company or of
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the Company;
(e) Any material change in the present dividend rate or policy, or indebtedness
or capitalization of the Company;
(f) Any material change in the Company's corporate structure or business;
(g) Any changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) The delisting of any class of security of the Company from any national
securities exchange, or the cessation of quotations of any such class of
securities in any inter-dealer quotation system.
(i) Any class of equity security of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) The suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Exchange Act.
ITEM 7. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The Company shall issue shares of Series E Preferred Stock in
consideration for holders of its Common Stock tendering such Common Stock. The
Company expects to incur approximately $1,000 in filing fees, $5,000 in legal
fees and $10,000 in printing, mailing and miscellaneous expenses concerning this
transaction, all of which the Company shall be responsible for paying.
ITEM 8. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities Ownership. The information contained in Offer to Exchange -
Identity and Background of Certain Persons is incorporated herein by reference.
(b) Securities Transactions. None.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
No person or classes of persons have been employed, retained or are to be
compensated by the Company to make solicitations or recommendations in
connection with this offer . Further, our current administrative staff will be
used for coordinating this transaction with our transfer agent, as well as
answering any questions that the Company's shareholders may ask.
ITEM 10. FINANCIAL STATEMENTS
Incorporated by reference are the financial statements that are included in
the Company's Annual Report on form 10-KSB for the fiscal year ended September
30, 2001, and all amendments thereto, and the Quarterly Reports on Form 10-QSB
for the period ended December 31, 2001. Selected financial information from
the foregoing reports is also incorporated by reference from the Offer to
Exchange.
ITEM 11. ADDITIONAL INFORMATION
(a) (1) There are no present or proposed contracts, arrangements, understandings
or relationships between the Company and its executive officers, directors or
affiliates relating, directly or indirectly, to this tender offer, except for
the Limited Standstill Agreements between the Company and certain majority
shareholders, officers and directors, which are annexed hereto as Exhibits 5.1 -
5.11.
(2) There are no applicable regulatory requirements or approvals needed for this
offer.
(3) There are no applicable anti-trust laws.
(4) The margin requirements of Section 7 are inapplicable.
(5) None
(b) None
ITEM 12. EXHIBITS.
(a) The form of the transmittal letter dated January 22, 2002, the Limited
Standstill Agreements between the Company and certain majority shareholders,
officers and directors are annexed hereto as exhibits.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
THE SOLICITATION OR RECOMMENDATION
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The Company's officers, directors and affiliates have entered into lock up
agreements, as described in Item 1 and 4 above, which preclude them from
participating in this transaction.
(e) Not applicable.
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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: March 28, 2002
YP.NET, INC.
By: /s/ Angelo Tullo
------------------------
Angelo Tullo
Chief Executive Officer