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. 2)
VONAGE
HOLDINGS CORP.
(Name
of Subject Company (Issuer))
VONAGE
HOLDINGS CORP.
(Name
of Filing Person (Offeror))
5%
SENIOR UNSECURED CONVERTIBLE NOTES DUE 2010
(Title
of Class of Securities)
92886TAA0,
92886TAB8, 92886TAC6 and 92886TAD41
(CUSIP
Numbers of Class of Securities)
John
S. Rego
Executive
Vice President, Chief Financial Officer and Treasurer
Vonage
Holdings Corp.
23
Main Street, Holmdel, NJ 07733
(732)
528-2600
(Name,
Address and Telephone Number of Persons Authorized to Receive
Notices
and
Communications on Behalf of the Filing Persons)
Copy to:
James
S. Scott Sr., Esq.
Shearman
& Sterling LLP
599
Lexington Avenue
New
York, NY 10021
(212)
848-4000
CALCULATION
OF FILING FEE
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(*)
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Calculated
solely for purpose of determining the amount of the filing fee and based
upon a purchase of $253,460,031 principal amount of 5% Senior Unsecured
Convertible Notes due 2010 plus accrued and unpaid interest up to, but not
including, the date of payment for the Notes accepted for payment. The
amount of the filing fee, $39.30 for each $1,000,000 of value, was
calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, as amended.
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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.
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| Amount
Previously Paid: |
$10,100
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Filing
Party: |
Vonage
Holdings Corp.
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| Form
or Registration No.: |
Schedule TO
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Date
Filed: |
July 30,
2008
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Check the
appropriate boxes to designate any transactions to which this statement
relates:
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: o
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1
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Applicable
only to 5% Senior Unsecured Convertible Notes due 2010 that are
represented by Rule 144A global securities, and not to any such notes
that are represented by certificated
securities.
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This
Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed on July 30, 2008, as amended and
supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on August 4, 2008
(collectively, the “Schedule TO”) by Vonage Holdings Corp. (the “Company”),
a Delaware corporation. The Schedule TO relates to the offer by the Company
to purchase for cash any and all of the Company’s 5% Senior Unsecured
Convertible Notes due 2010 (the “Notes”) validly tendered and accepted, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
July 30, 2008 and in the related Letter of Transmittal. Except as
specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule TO.
Item
10. Financial Statements.
Item 10
of the Schedule TO is hereby amended and supplemented by
(i)
deleting and replacing the first paragraph thereof with the
following:
The
information set forth in the Company’s Annual Report on Form 10-K for its fiscal
year ended December 31, 2007, filed with the Securities and Exchange Commission
(the “SEC”) on March 17, 2008 under Item 8, Financial Statements and
Supplementary Data as amended and supplemented by Amendment 1 on Form 10-K/A for
the fiscal year ended December 31, 2007, filed with the SEC on August 11, 2008,
the information set forth in the Company’s Quarterly Report on Form 10-Q for its
fiscal quarter ended March 31, 2008, filed with the SEC on May 12, 2008 under
Item 1, Financial Statements and the information set forth in the Company’s
Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2008, filed
with the SEC on August 11, 2008 under Item 1, Financial Statements, are
incorporated herein by reference. At March 31, 2008 and June 30,
2008, the book value per share of the Company’s common stock was $(0.53) and
$(0.55), respectively.
(ii)
adding the following sentence at the end of the third paragraph
thereof:
Earnings
for the three month period ended June 30, 2008 were insufficient to cover fixed
charges by $0.8 million.
(iii) deleting and replacing the second paragraph of the section of
the Offer to Purchase entitled “Documents Incorporated by Reference” with the
following:
We
incorporate by reference the filings listed below, which have previously been
filed with the SEC (other than current reports or portions thereof furnished
under Item 2.02 or Item 7.01 of Form 8-K unless specifically incorporated by
reference by us). All of these filings, which contain important information
about us, are considered a part of this Statement.
(1) Our
annual report on Form 10-K for the year ended December 31, 2007, filed on March
17, 2008 and Amendment No. 1 to our annual report on Form 10-K/A for the year
ended December 31, 2007, filed on August 11, 2008;
(2) Our
quarterly report on Form 10-Q for the quarter ended March 31, 2008, filed on May
12, 2008;
(3) Our
quarterly report on Form 10-Q for the quarter ended June 30, 2008, filed on
August 11, 2008;
(4) Our
proxy statement on Schedule 14A, filed on April 15, 2008; and
(5) Our
current reports on Form 8-K filed on January 3, 2008, February 8, 2008, February
13, 2008, March 14, 2008; March 17, 2008, March 21, 2008, April 10, 2008, April
25, 2008, June 17, 2008, July 24, 2008 and August 4, 2008.
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.
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VONAGE
HOLDINGS CORP.
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By:
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/s/ John
S. Rego
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Name:
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John S. Rego |
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Title:
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Executive
Vice President, Chief
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Financial
Officer and Treasurer
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