Offer To Exchange Options Under The

Exhibit (a)(1)(A)


OFFER TO EXCHANGE OPTIONS UNDER THE
MODEM MEDIA.POPPE TYSON, INC. 1999 STOCK INCENTIVE PLAN AND
MODEM MEDIA.POPPE TYSON, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN


THIS OFFER AND THE RELATED RIGHT OF WITHDRAWAL WILL EXPIRE
AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, OCTOBER 15, 2001,
UNLESS MODEM MEDIA, INC. EXTENDS THE OFFER.


In this Offer to Exchange, Modem Media, Inc. ("Modem Media") is offering to exchange all outstanding stock options to purchase shares of our common stock granted:


. with an exercise price greater than $6.00 per share,


. to certain of our current employees who have not received any options
on or after April 17, 2001,


. to certain of our current employees who were not eligible to
participate in our previous Offer to Exchange, of which the tendered
options were accepted for exchange and canceled on May 29, 2001, and


. under the Modem Media . Poppe Tyson, Inc. 1999 Stock Incentive Plan
and Modem Media . Poppe Tyson, Inc. Amended and Restated 1997 Stock
Option Plan (the "Option Plans"),


for new options that we will grant under the respective Option Plan (except for options granted to our UK employees under the 1997 plan, which will be granted under the 1999 plan). Options granted with a lower exercise price, to anyone else or under another plan may not be tendered in the Offer (as defined below) and are not affected by it.


We are making this offer upon the terms and subject to the conditions set forth in this Offer to Exchange (this "Offer to Exchange") and in the related Letter of Transmittal (the "Letter of Transmittal," which together with the Offer to Exchange, as they may be amended or supplemented from time to time, constitute the "Offer"). The number of shares of common stock subject to new options to be granted to each eligible option holder who validly tenders options will be equal to the number of shares subject to the options validly tendered by such option holder and accepted for exchange (subject to adjustment in specified circumstances). We will grant the new options on or about the first business day that is at least six months and one day following the date when we cancel the options accepted for exchange. As the scheduled expiration date of the Offer is October 15, 2001, we currently anticipate that new options will be granted on or about April 17, 2002.


The exercise price of the new options will equal the fair market value of our common stock on the date of grant. The new options will have the same vesting schedules as the old options. This means that the number of shares under the new options that will be fully vested and immediately exercisable on the date of grant will equal:


. the number of shares under the options validly tendered for exchange
and accepted which were already vested in accordance with their
original terms, plus


. the number of shares under the tendered options which would have
vested in accordance with their original terms during the period
between their tender and the date when the new options are granted.


Examples of the vested status of the new options are given in the "Summary Term Sheet" following the Table of Contents in this Offer to Exchange.


IF, FOR ANY REASON, YOU ARE NOT AN EMPLOYEE OF MODEM MEDIA OR ONE OF OUR SUBSIDIARIES FROM THE DATE WHEN YOU TENDER YOUR OPTIONS THROUGH THE DATE WHEN WE GRANT THE NEW OPTIONS, THEN YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN EXCHANGE FOR YOUR TENDERED OPTIONS. This means that if you become disabled and are terminated, quit with or without a good reason or we terminate your employment with or without cause, or die before the date when we grant the new options, then you will not receive anything for the options that you tendered and we canceled.


If you wish to tender an option in the Offer, you must tender the option for the full number of shares of common stock subject to that option grant on or before the expiration of the Offer, currently scheduled for October 15, 2001. However, you will not be required to tender all of your exchangeable options to participate in the Offer. The Offer is not conditioned upon any minimum threshold number of options being tendered by eligible option holders, but is subject to conditions that we describe in Section 6 of this Offer to Exchange.


If you choose not to tender your options, then your options will remain outstanding and they will retain their current exercise price.


ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR OPTIONS FOR EXCHANGE. YOU MUST MAKE YOUR OWN DECISION WHETHER OR NOT TO TENDER YOUR OPTIONS.


Shares of our common stock are quoted on the Nasdaq National Market under the symbol "MMPT". On September 10, 2001, the last reported sale price


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of the common stock on the Nasdaq National Market was $4.19 per share. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER OR NOT TO TENDER YOUR OPTIONS.


THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


You should direct questions about the Offer or requests for assistance or additional copies of the Offer to Exchange or the Letter of Transmittal to your Human Resources Department representative. You can find a list of representatives, together with their contact information, at the back of this Offer to Exchange.


IMPORTANT


If you wish to tender your options for exchange, you must complete and sign the Letter of Transmittal in accordance with its instructions and mail, fax or hand deliver it to your Human Resources Department representative. You can find a list of representatives, together with their contact information, at the back of this Offer to Exchange.


We are not making the Offer to, nor will we accept any tender of options from or on behalf of, option holders in any jurisdiction in which the Offer or the acceptance of any tender of options would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take any action necessary for us to make the Offer to option holders in any such jurisdiction. We are not making the Offer to, nor will we accept any tender of options from or on behalf of, option holders in Japan.


WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.


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THE DATE OF THIS OFFER TO EXCHANGE IS SEPTEMBER 17, 2001.


A "SUMMARY TERM SHEET" DESCRIBING THE PRINCIPAL TERMS OF THE OFFER APPEARS ON PAGES 1 THROUGH 9, FOLLOWING THE TABLE OF CONTENTS. YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER OR NOT TO EXCHANGE YOUR OPTIONS.


[LOGO] MODEM MEDIA


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TABLE OF CONTENTS


PAGE
---- SUMMARY TERM SHEET........................................................... 1


INTRODUCTION................................................................. 9


THE OFFER.................................................................... 10


1. The Offer; Number of Options; Expiration Date........................... 10


2. Purpose of the Offer.................................................... 12


3. Procedures for Tendering Options........................................ 14


4. Withdrawal Rights....................................................... 15


5. Acceptance of Options for Exchange and Grant of New Options............. 16


6. Conditions of the Offer................................................. 16


7. Price Range of Common Stock Underlying the Options...................... 18


8. Source and Amount of Consideration; Terms of New Options................ 19


9. Information Concerning Modem Media...................................... 27


10. Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options..................................... 28


11. Status of Options Acquired by Us in the Offer; Accounting Consequences
of the Offer............................................................ 28


12. Legal Matters; Regulatory Approvals..................................... 29


13. Material U.S. Federal Income Tax Consequences........................... 30


14. International Income Tax Consequences................................... 30


15. Extension of Offer; Termination; Amendment.............................. 31


16. Fees and Expenses....................................................... 31


17. Additional Information.................................................. 31


18. Miscellaneous........................................................... 32


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Exhibit (a)(1)(A)


SUMMARY TERM SHEET


The following are answers to some of the questions that you may have about the Offer. We urge you to read carefully the remainder of this Offer to Exchange and the accompanying Letter of Transmittal because the information in this summary is not complete and additional important information is contained in the remainder of this document and the Letter of Transmittal. We have included page references to the remainder of this Offer to Exchange where you can find a more complete description of the topics in this summary.


WHAT SECURITIES ARE WE OFFERING TO EXCHANGE?


We are offering to exchange all outstanding stock options granted:


. with an exercise price greater than $6.00 per share,


. to certain of our current employees who have not received any options
on or after April 17, 2001,


. to certain of our current employees who were not eligible to
participate in our previous Offer to Exchange, of which the tendered
options were accepted for exchange and canceled on May 29, 2001, and


. under the Modem Media . Poppe Tyson, Inc. 1999 Stock Incentive Plan
and Modem Media . Poppe Tyson, Inc. Amended and Restated 1997 Stock
Option Plan (the "Option Plans"),


for new options to be granted under those Option Plans. Options granted with a lower exercise price, to anyone else or under another plan may not be tendered in the Offer and are not affected by it. (Page 10)


WHY ARE WE MAKING THE OFFER?


Certain employees' outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our common stock. We are making the Offer in order to provide these option holders with the benefit of owning options that over time may have a greater potential to increase in value. We believe that this will create better performance incentives for these option holders and thereby align the interests of our current employees and directors with those of our stockholders in maximizing stockholder value. (Page 12)


HOW MANY NEW OPTIONS WILL I RECEIVE IN EXCHANGE FOR MY TENDERED OPTIONS?


We will grant you new options to purchase a number of shares of our common stock equal to the number of shares subject to the options that you


validly tender and that we accept for exchange (subject to adjustment in specified circumstances). This means that for each properly tendered option that we accept for exchange, you will receive one new option, assuming that there has not been any stock split or other similar event before the grant date of the new options. Each new option will be granted under the Option Plan under which the old option was granted (except for options granted to our UK employees under the 1997 plan, which will be granted under the 1999 plan) and will be subject to the terms and conditions of such Option Plan and a new option grant document that we will send to you and that you will need to sign and return to us. (Page 19)


IF I CHOOSE TO TENDER MY OPTIONS FOR EXCHANGE, DO I HAVE TO TENDER ALL MY OPTIONS?


If you choose to tender an option, you must tender the full number of shares subject to the option. For example, if you hold one option to purchase 3,000 shares of our common stock at an exercise price of $10.00 per share and another option to purchase 5,000 shares of common stock at an exercise price of $8.00 per share, and no options were granted to you on or after April 17, 2001, then you may tender none, one or both of these options, but you may not tender an option for less than the full number of shares of common stock subject to the original option. In other words, in this example, you could not tender 2,000 shares worth of your 3,000-share option. (Page 11)


CAN I TENDER OPTIONS THAT I HAVE ALREADY EXERCISED?


The Offer only pertains to options and does not apply in any way to shares purchased upon the exercise of options. If you have exercised an option in its entirety, then that option is no longer outstanding and is therefore not subject to the Offer. If you have exercised an exchangeable option in part, then the remaining outstanding (i.e., the unexercised) portion of that option is subject to the Offer and may be tendered for exchange.


CAN I TENDER UNVESTED OPTIONS?


Yes, you may tender any of your exchangeable options, whether or not they are vested. The new options that you receive in exchange for your tendered options will have the same vesting schedule as the options that you tendered. We will give credit toward vesting of your new options for the six months and one day between the date when we accept and cancel the old options and the date of grant of the new options. Vesting is further explained in the question on Page 5 that asks, "When will the new options vest?"


Each new option will be granted under the Option Plan under which the old option was granted (except for options granted to our UK employees under the 1997 plan, which will be granted under the 1999 plan) and will be subject to the terms and conditions of such Option Plan and a new option grant document that we will send to you and that you will need to sign and return to us. (Page 19)


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WHEN WILL I RECEIVE MY NEW OPTIONS?


We will grant the new options on or about the first business day that is at least six months and one day following the date when we cancel the options accepted for exchange. For example, if we cancel tendered options on October 16, 2001, which is the first business day following the scheduled expiration date of the Offer, then the grant date of the new options will be on or about Wednesday, April 17, 2002. (Page 16)


WHY WON'T I RECEIVE MY NEW OPTIONS IMMEDIATELY AFTER THE EXPIRATION OF THE OFFER?


If we were to grant the new options on any date that is earlier than six months and one day following the date when we cancel the options accepted for exchange, then we may be required to record compensation expense against our earnings for financial reporting purposes based on changes in our stock price. By deferring the grant of the new options for at least six months and one day, we believe that we will not have to record such a compensation expense. (Page 28)


WHY DON'T WE SIMPLY REPRICE THE CURRENT OPTIONS?


"Repricing" existing options would result in variable accounting for such options, which would require us for financial reporting purposes to record additional compensation expense each quarter for increases in the price of our common stock subject to outstanding repriced options until the repriced options were exercised or canceled or expired. This could have unfavorable consequences on our earnings. (Page 28)


IF I HAVE BEEN GRANTED OPTIONS ON OR AFTER APRIL 17, 2001 CAN I PARTICIPATE IN THE OFFER?


No. We have had to exclude option holders who have been granted options on or after April 17, 2001, because if we were to grant an option and cancel another option with an exercise price that was higher than the granted option within a six-month period of time (regardless of whether the new grant took place before or after the cancellation of the old option), then this would have been deemed to be a "repricing" that would result in variable accounting. As noted in the Q&A above, a repricing could have unfavorable consequences on our earnings. (Page 28)


IF I TENDER MY OPTIONS IN THE OFFER, WILL I BE ELIGIBLE TO RECEIVE OTHER OPTION GRANTS BEFORE I RECEIVE MY NEW OPTIONS?


If we accept the options that you tender in the Offer, then you will not be granted any additional options during the six months and one day from the date when we cancel your tendered options to the date when we grant your new


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options. This is necessary to avoid incurring any compensation expense against our earnings because of accounting rules that could apply to these interim option grants as a result of the Offer. (Page 29)


WILL I RECEIVE ANY NEW OPTIONS IF I TENDER MY OLD OPTIONS BUT AM TERMINATED BEFORE THE EXPIRATION OF THE OFFER? WHAT WILL HAPPEN IF I AM TERMINATED AFTER THE EXPIRATION OF THE OFFER BUT BEFORE THE NEW OPTIONS ARE GRANTED?


If you tender your options and, for any reason, you terminate your employment with us or our subsidiaries before the expiration of the Offer, then you may withdraw your tendered options before such termination. In accordance with the terms and conditions of your outstanding options, you will be able to exercise them for a specified period of time after your termination. If you do not withdraw your tender on a timely basis, or if you withdraw your tender but do not exercise your options within that time, then you will forfeit those options.


If you tender your options, then to receive a grant of new options in the Offer, you must remain an employee of Modem Media or one of our subsidiaries from the date when you tender your options through the date when we grant the new options. As discussed below, we will not grant the new options until on or about the first business day that is at least six months and one day following the date when we cancel the options accepted for exchange, currently scheduled to occur on or about October 16, 2001. This means that new options will not be granted until at least April 17, 2002. IF, FOR ANY REASON, YOU ARE NOT AN EMPLOYEE OF MODEM MEDIA OR ONE OF OUR SUBSIDIARIES FROM THE DATE WHEN YOU TENDER YOUR OPTIONS THROUGH THE DATE WHEN WE GRANT THE NEW OPTIONS, THEN YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN EXCHANGE FOR YOUR TENDERED OPTIONS. This means that if you become disabled and are terminated, quit with or without a good reason or we terminate your employment with or without cause, or die before the date when we grant the new options, then you will not receive anything for the options that you tendered and we canceled.


PARTICIPATION IN THE OFFER DOES NOT CONFER UPON YOU THE RIGHT TO REMAIN IN THE EMPLOYMENT OR OTHER SERVICE OF MODEM MEDIA OR ANY OF OUR SUBSIDIARIES. (Page 11)


WHAT WILL THE EXERCISE PRICE OF THE NEW OPTIONS BE?


The exercise price of the new options will be the fair market value of our common stock on the date of grant. Accordingly, we cannot predict the exercise price of the new options. BECAUSE WE WILL NOT GRANT NEW OPTIONS TO A TENDERING OPTION HOLDER UNTIL THE FIRST BUSINESS DAY THAT IS AT LEAST SIX MONTHS AND ONE DAY FOLLOWING THE


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DATE WHEN WE CANCEL THE OPTIONS ACCEPTED FOR EXCHANGE, IT IS POSSIBLE THAT THE NEW OPTIONS MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT OPTIONS. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER OR NOT TO TENDER YOUR OPTIONS. (Page 19)


WHEN WILL THE NEW OPTIONS VEST?


The new options will have the same vesting schedule as the old options which are accepted in the Offer and canceled. This means that the number of shares under the new options that will be fully vested and immediately exercisable on the date of grant will equal:


. the number of shares under the options tendered for exchange and
accepted which were already vested in accordance with their original
terms, plus


. the number of shares under the tendered options which would have
vested in accordance with their original terms during the period
between their tender and the date when the new options are granted.


For example:


. If you tender an option for 3,000 shares and the entire option has
already vested, then your new option will be for 3,000 vested shares.


. If you tender an option for 3,000 shares, of which 1,000 shares are
already vested, another 1,000 shares will vest on February 17, 2002
and another 1,000 shares will vest on February 17, 2003, and assuming
that you are granted a new option on April 17, 2002 (which is the
first business day that is at least six months and one day following
the currently scheduled date for canceling and exchanging the old
options), then your new option will be for 2,000 vested shares and
1,000 unvested shares. The unvested portion of your new option will
vest on February 17, 2003.


(Page 19)


IF I TENDER OPTIONS THAT ARE NON-QUALIFIED STOCK OPTIONS, WILL MY NEW OPTIONS BE NON-QUALIFIED STOCK OPTIONS?


If your current options are non-qualified stock options, then your new options will be non-qualified stock options. (Page 19)


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WILL THE TERMS OF MY NEW OPTIONS BE THE SAME AS THE TERMS OF MY OLD OPTIONS?


Yes, generally, your new options will have substantially all of the same terms as your current options. The material exceptions are:


. As noted in the Q&A above, the exercise price of the new options will
be different.


. If you are a UK employee and your options were issued under the 1997
plan, then your new options will be granted under the 1999 plan. This
means that the terms of your options will be as set forth in that
plan. For your convenience, the material terms of the 1999 plan have
been described in Section 8, entitled "Source and Amount of
Consideration; Terms of New Options", beginning on page 19. However,
any new option that replaces an option that was granted under the 1997
plan will maintain the same vesting schedule (even though the new
option will be granted under the 1999 plan).


(Page 19)


IF I AM CURRENTLY A UK EMPLOYEE HOLDING AN OPTION UNDER THE 1997 PLAN THAT I CAN AND WILL TENDER IN THE OFFER, WHY WON'T MY NEW OPTION BE GRANTED UNDER ITS ORIGINAL PLAN?


In order to comply with UK tax legislation, we established 2000 UK Approved Rules, a Sub-Plan to the Modem Media . Poppe Tyson Inc.1999 Stock Incentive Plan (this "Sub-Plan"), which consists of rules approved by the Inland Revenue of the United Kingdom. This Sub-Plan will ensure that options issued under this plan are capable of being granted under a share option plan approved under Schedule 9 of the United Kingdom Income and Corporation Taxes Act of 1988, which provides tax benefits to employees and Modem Media. Any new option granted in exchange for an option originally granted under the 1997 plan will be granted under the 1999 plan


WILL I HAVE TO PAY TAXES IF I EXCHANGE MY OPTIONS IN THE OFFER?


If you exchange your current options for new options, then we believe you will not be required under current U.S. tax law to recognize income for federal income tax purposes at the time of the exchange. Further, at the date of grant of the new options, we believe you will not be required under current U.S. tax law to recognize income for federal income tax purposes. While we believe that our option holders who are subject to the tax laws of other countries and jurisdictions


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will have the same tax consequences as their U.S. counterparts, they may be subject to different tax consequences if they exchange their options in the Offer. We recommend that you consult with your own tax advisor to determine the tax consequences of tendering options in the Offer. (Page 29)


ARE THERE ANY CONDITIONS TO THE OFFER?


The Offer is not conditioned upon any minimum threshold number of options being tendered by eligible option holders. However, the Offer is subject to a number of other conditions with regard to events that could occur before the expiration of the Offer. These events include a change in accounting principles, a lawsuit challenging the Offer and a third-party tender offer for our common stock or an acquisition proposal for Modem Media. These and various other conditions are more fully described in Section 6 of this Offer to Exchange. (Page 16)


WHAT HAPPENS IF A CHANGE IN CONTROL OF MODEM MEDIA OCCURS DURING THE PERIOD AFTER I HAVE TENDERED MY OPTIONS BUT BEFORE NEW OPTIONS HAVE BEEN GRANTED?


While we are not currently negotiating any transactions which could reasonably be expected to lead to our acquisition, our Board of Directors has a duty to consider alternatives for maximizing stockholder value and we cannot ignore the possibility that a transaction could be proposed that our stockholders or our Board of Directors believes is in the best interests of Modem Media and our stockholders. We reserve the right to terminate the Offer upon the occurrence of certain events, including if a tender or exchange offer with respect to some or all of our common stock or a merger acquisition proposal for us is proposed, announced or made by another person or entity or is publicly disclosed.


If we are acquired during the period between the date of our acceptance of the tendered options and the date when the new options are to be granted, then the acquiror will be obligated to grant the new options. However, depending on the terms of such an acquisition, the new options granted to you may entitle you to purchase shares of stock of the acquiror, which could be a company whose stock does not have a publicly traded market. In such a case, the fair market value of the acquiror's stock may be determined in good faith by the board of directors of that co ...