Offer To Exchange Certain Outstanding Options

Exhibit (a)(1)


KANA COMMUNICATIONS, INC.


OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS
HAVING AN EXERCISE PRICE PER SHARE OF MORE THAN $5.00
FOR NEW OPTIONS AND RESTRICTED STOCK


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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M., PACIFIC STANDARD TIME, ON APRIL 2, 2001,
UNLESS THE OFFER IS EXTENDED.


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Kana Communications, Inc. is offering option holders the opportunity to exchange certain outstanding stock options with an exercise price per share of more than $5.00 (the "eligible options" and the "special options") for new options that we will grant to purchase shares of our common stock (the "new options") and for unvested shares of our common stock that we will issue (the "restricted stock"). In exchange for any options you tender that are accepted for exchange and cancelled by us, you will receive new options exercisable for a number of shares of our common stock equal to seven eighths (7/8) of the total number of shares subject to the eligible options you tender and a number of shares of restricted stock equal to one eighth (1/8) of the total number of shares subject to the eligible options you tender.


The "eligible options" are all options, other than the special options and the 100-share options (each described below), with an exercise price per share of more than $5.00 that are currently outstanding under our 1999 Stock Incentive Plan (the "1999 plan"), our 1999 Special Stock Option Plan or our 1997 Stock Option/Stock Issuance Plan, or any of the following stock option plans we have assumed in connection with our acquisition of the plan sponsor: the Connectify, Inc. 1998 Stock Plan, the netDialog, Inc. 1997 Stock Plan, the Business Evolution, Inc. 1999 Stock Plan, the Silknet Software, Inc. 1999 Stock Option and Stock Incentive Plan, the Silknet Software, Inc. Employee Stock Option Plan, or the Insite Marketing Technology 1997 Stock Option Plan, (together, the "option plans").


The "special options" are outstanding options with a three-year vesting schedule that were granted under the 1999 plan on April 19, 2000 at an exercise price per share of $39.3125 and on October 18, 2000 at an exercise price per share of $15.25. The special options must be surrendered and cancelled if you tender any options pursuant to this offer. However, unlike the eligible options, the special options will not be taken into account when calculating the number of shares subject to the new options or the restricted stock to be issued to you. The "100-share options" are options granted to employees on April 19, 2000 with an exercise price per share of $10.00 to purchase 100 shares of our common stock. The 100-share options are not part of this offer and may not be tendered for exchange.


We are making this offer upon the terms and subject to the conditions set forth in this offer to exchange and in the related letter of transmittal (which together, as they may be amended or supplemented from time to time, constitute the "offer"). You may tender all or one or more of


your eligible options. If you decide to tender one or more of your eligible options but not all of them, then you must tender not less than the entire outstanding portion of each particular option grant you want to have exchanged. HOWEVER, IF YOU CHOOSE TO TENDER ANY OPTIONS IN RESPONSE TO THIS OFFER, YOU MUST ALSO TENDER ALL OF YOUR ELIGIBLE OPTIONS GRANTED ON OR AFTER AUGUST 1, 2000 AND ALL OF YOUR SPECIAL OPTIONS.


This offer is not conditioned upon a minimum number of options being tendered. This offer is subject to conditions described in Section 6 of this offer to exchange.


If you tender options for exchange as described in this offer, we will grant you new options under the 1999 plan and we will issue you restricted stock under the 1999 plan. The exercise price of the new options will be equal to the last reported sale price of our common stock on the Nasdaq National Market on the date of grant. Regardless of the vesting schedule of your eligible and special options, the new options will vest over a forty-two-month period measured from the grant date of the new options. The new options will be granted on or promptly after the first trading day that is at least six months and one day after the date the tendered options are accepted and cancelled. The restricted stock will be available for issuance promptly after the date the tendered options are accepted and cancelled. However, the restricted stock will not actually be issued until you sign the applicable stock issuance agreement and make a cash payment to us equal to the $.001 per share par value of your restricted stock. The restricted stock issued to you will vest on the six-month anniversary of the date the tendered options are accepted and cancelled. Until it vests, the restricted stock will be subject to restrictions on transfer and will be held in our custody. The subsequent vesting of your restricted stock will result in your recognition of taxable income, and you must pay us the applicable federal and state income and employment withholding taxes before the stock certificates for your restricted stock can be released.


As of February 1, 2001, options to purchase 23,189,422 shares of our common stock were issued and outstanding under our various stock plans, including options to purchase 22,213,135 shares of our common stock under the option plans (as defined above). Options to purchase 21,718,740 shares of our common stock having an exercise price per share of more than $5.00 were issued and outstanding under the option plans. The shares of common stock issuable upon exercise of options we are offering to exchange represent approximately 97.8% of the total shares of common stock issuable upon exercise of all options outstanding under the option plans as of February 1, 2001, and 93.7% of the total shares of common stock issuable upon exercise of all options outstanding under our various stock plans (including the option plans) as of February 1, 2001.


All options accepted by us pursuant to this offer will be cancelled.


ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS FOR EXCHANGE. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER YOUR OPTIONS. WE HAVE BEEN INFORMED BY OUR EXECUTIVE OFFICERS THAT THEY INTEND TO TENDER THEIR ELIGIBLE OPTIONS AND


SPECIAL OPTIONS IN THE OFFER. WE HAVE BEEN INFORMED BY OUR NON-EMPLOYEE DIRECTORS THAT THEY DO NOT INTEND TO TENDER ANY OPTIONS IN THE OFFER.


Shares of our common stock are quoted on the Nasdaq National Market under the symbol "KANA." On February 26, 2001, the last reported sale price of the common stock on the Nasdaq National Market was $3.25 per share. THE NEW OPTIONS WILL NOT BE GRANTED UNTIL ON OR PROMPTLY AFTER THE FIRST TRADING DAY THAT IS AT LEAST SIX MONTHS AND ONE DAY AFTER TENDERED OPTIONS ARE ACCEPTED FOR EXCHANGE AND CANCELLED. THE EXERCISE PRICE PER SHARE OF THE NEW OPTIONS WILL BE THE LAST REPORTED SALE PRICE OF OUR STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON THE DATE OF GRANT. THIS STOCK PRICE MAY BE HIGHER OR LOWER THAN THE CURRENT STOCK PRICE, AND IT MAY BE HIGHER OR LOWER THAN THE EXERCISE PRICE PER SHARE OF YOUR ELIGIBLE AND SPECIAL OPTIONS. YOU SHOULD CAREFULLY CONSIDER THIS UNCERTAINTY BEFORE DECIDING WHETHER TO ACCEPT THE OFFER. OUR STOCK PRICE HAS DECLINED SUBSTANTIALLY OVER THE LAST YEAR AND HAS BEEN SUBJECT TO HIGH VOLATILITY. OUR STOCK PRICE MAY NOT EVER TRADE ABOVE THE EXERCISE PRICE PER SHARE OF THE NEW OPTIONS. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO TENDER YOUR OPTIONS.


You should direct questions about this offer or requests for assistance or for additional copies of the offer to exchange or the letter of transmittal to Franklin P. Huang, General Counsel, Kana Communications, Inc., 740 Bay Road, Redwood City, California 94063 (telephone: (650) 298-9282).


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 or otherwise deliver it and any other required documents to us at Kana Communications, Inc., 740 Bay Road, Redwood City, California 94063, Attn: Franklin P. Huang, General Counsel.


We are not making this 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 actions necessary for us to make this offer to option holders in any such jurisdiction.


WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING 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 THIS 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.


TABLE OF CONTENTS
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SUMMARY TERM SHEET................................................................................................ 2 THE OFFER......................................................................................................... 13 1. NUMBER OF OPTIONS AND SHARES OF RESTRICTED STOCK; EXPIRATION DATE............................................. 13 2. PURPOSE OF THE OFFER.......................................................................................... 15 3. PROCEDURES FOR TENDERING OPTIONS.............................................................................. 16 4. WITHDRAWAL RIGHTS............................................................................................. 17 5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW OPTIONS AND RESTRICTED STOCK........................... 18 6. CONDITIONS OF THE OFFER....................................................................................... 19 7. PRICE RANGE OF COMMON STOCK UNDERLYING THE OPTIONS............................................................ 22 8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS AND RESTRICTED STOCK................................. 23 9. INFORMATION CONCERNING KANA COMMUNICATIONS.................................................................... 30 10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OPTIONS..................... 33 11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER; ACCOUNTING CONSEQUENCES OF THE OFFER........................... 35 12. LEGAL MATTERS; REGULATORY APPROVALS........................................................................... 35 13. MATERIAL FEDERAL INCOME TAX CONSEQUENCES...................................................................... 36 14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.................................................................... 38 15. FEES AND EXPENSES............................................................................................. 40 16. ADDITIONAL INFORMATION........................................................................................ 40 17. MISCELLANEOUS................................................................................................. 41


SCHEDULE A INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF KANA
COMMUNICATIONS, INC.


SUMMARY TERM SHEET


The following are answers to some of the questions that you may have about this 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 and in the introduction preceding this summary is not complete and may not contain all of the information that is important to you. Additional important information is contained in the remainder of this offer to exchange and the letter of transmittal. We have included page references to the relevant sections of this offer to exchange where you can find a more complete description of the topics in this summary.


WHY ARE YOU MAKING THE OFFER?


Many of our 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 believe these options are unlikely to be exercised in the foreseeable future. By making this offer to exchange outstanding options for new options that will have an exercise price equal to the market value of our common stock on the grant date, we intend to provide our employees with the benefit of holding options that over time may have a greater potential to increase in value, and thereby create better performance incentives for employees in order to maximize stockholder value. In addition, we have decided to issue restricted stock as a part of the exchange in order to provide our employees with the benefit of an actual equity ownership in us, and thereby create better performance and retention incentives for employees during the time period between the date tendered options are accepted and cancelled and the grant date of the new options. (Page 15)


WHAT SECURITIES ARE YOU OFFERING TO EXCHANGE?


We are offering to exchange all stock options having an exercise price per share in excess of $5.00 which are outstanding under the option plans (as defined above), other than the 100-share options, for new option grants and restricted stock issuances under the 1999 plan. Although special options will not be considered when calculating the number of shares subject to the new options or restricted stock to be issued to you, if you elect to accept this offer, you must return all your special options for cancellation. In addition to the special options, if you elect to tender any options, you must also tender all eligible options granted to you on or after August 1, 2000. (Page 13)


WHAT ARE THE SPECIAL OPTIONS?


In April 2000 and October 2000, we awarded special stock option grants with a three-year vesting schedule to our employees. The April 2000 special grants had an exercise price of $39.3125 per share and the October special grants had an exercise price of $15.25 per share. These special grants were made because we recognized that many of our employees had options with exercise prices that were greater than the then current market price of our common stock, and we wanted to respond to the impact that the extraordinary decline in our stock price was having on our employees. If you elect to accept this offer, you must surrender all your special options for cancellation. (Page 14)


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WHY MUST ALL THE SPECIAL OPTION SHARES BE RETURNED AND CANCELLED IF I
CHOOSE TO EXCHANGE MY ELIGIBLE OPTIONS?


We are not considering the special options when calculating the number of shares to be subject to the new options and restricted stock to be issued to you, but we do require that the special options be returned for cancellation because the special options were intended to accomplish the same goals as this offer. We want to provide performance incentives to each employee through either the combination of new options and restricted stock to be issued pursuant to this offer, or the special options already granted, but not both. If you wish to receive new options and restricted stock under this offer, you must return all your special options for cancellation. If you do not accept this offer, you will keep the special options and all other options granted to you. We believe that requiring you to return your special options for cancellation in order to receive new options and restricted stock is consistent with our goals of creating strong performance incentives for our employees, encouraging our employees to remain in our service and enhancing long-term stockholder value.


MAY I TENDER OPTIONS THAT I HAVE ALREADY EXERCISED?


This offer only pertains to options, and does not apply in any way to shares purchased upon the exercise of options, whether or not you have vested in those shares. If you have exercised an eligible option in its entirety, that option is no longer outstanding and is therefore not subject to this offer. If you have exercised an eligible option in part, the remaining outstanding (unexercised) portion of the option is subject to the offer and may be tendered for exchange and cancellation.


WHAT ARE THE CONDITIONS TO THE OFFER?


The offer is not conditioned upon a minimum number of options being tendered. The offer is subject to a number of conditions, including the conditions described in Section 6. (Page 19)


ARE THERE ANY ELIGIBILITY REQUIREMENTS I MUST SATISFY AFTER THE EXPIRATION
DATE OF THE OFFER TO RECEIVE THE NEW OPTIONS OR THE RESTRICTED STOCK?


To receive a grant of new options pursuant to the offer and under the terms of the 1999 plan, you must remain an employee of Kana Communications or one of our subsidiaries from the date you tender options through the date we grant the new options. As discussed below, we will not grant the new options until on or promptly after the first trading day which is at least six months and one day following the date we cancel the options accepted for exchange. In order to receive restricted stock, you must (i) remain an employee of Kana Communications or one of our subsidiaries from the date you tender your options through the date the restricted stock vests and (ii) pay us the federal and state withholding taxes to which you become subject upon the vesting of your restricted stock. We intend to issue the restricted stock promptly after the tendered options are accepted and cancelled, but before the restricted stock will be issued, you must first sign the applicable stock issuance agreement and deliver to us a cash payment equal to the $.001 per share par value of your restricted stock. Upon issuance, the restricted stock will be held in
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our custody until it vests on the six-month anniversary of the date the tendered options are accepted and cancelled. If we cancel tendered options on April 2, 2001, which is the scheduled expiration date of the offer, the restricted stock will vest on October 2, 2001.


IF YOU DO NOT REMAIN AN EMPLOYEE OF KANA COMMUNICATIONS OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER YOUR OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE AND CANCELLED. IF YOU DO NOT REMAIN AN EMPLOYEE OF KANA COMMUNICATIONS OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER YOUR OPTIONS THROUGH THE DATE THE RESTRICTED STOCK VESTS, YOU WILL NOT RECEIVE ANY RESTRICTED STOCK FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE AND CANCELLED. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR THE TENDERED OPTIONS ACCEPTED FOR EXCHANGE AND CANCELLED IF YOU ARE NOT AN EMPLOYEE ON THE RELEVANT DATES AND THEREFORE ARE NOT GRANTED ANY NEW OPTIONS OR ISSUED ANY RESTRICTED STOCK. (Page 13)


WHAT IF I AM NOT AN EMPLOYEE OF KANA COMMUNICATIONS WHEN THE NEW OPTIONS
ARE GRANTED AND BEGIN TO VEST OR WHEN THE RESTRICTED STOCK IS ISSUED OR
VESTS?


If you are not an employee when the new options are granted, you will not be granted any new options. If you are not an employee when the restricted stock is issued or when the restricted stock subsequently vests, you will not receive the restricted stock. Your eligible options and your special options may be fully or partially vested at present. If you do not accept the offer, then when your employment with us ends, you generally will be able to exercise your eligible options and special options during the limited period specified in your option documents, to the extent those options are vested on the day your employment ends. However, if you accept the offer, your eligible options and special options will be cancelled, and you will not be eligible to receive restricted stock or new options if you are not employed by us on the relevant dates. (Page 18)


WHAT HAPPENS IF AFTER I TENDER MY OPTIONS I AM TERMINATED AS AN EMPLOYEE?


If your employment with us terminates for any reason prior to expiration of this offer, you may withdraw your tendered options and exercise them to the extent they are vested and in accordance with their terms. However, in such event, you will not receive new options or restricted stock. If your employment with us terminates for any reason after your tendered options are accepted and cancelled, you will only be entitled to receive the restricted stock if you remain continuously employed by us through the date the restricted stock vests, and you will only be entitled to receive a new option grant if you remain continuously employed by us through and including the date of grant. If your employment terminates after the date of grant, you will only be able to exercise the new options to the extent they are vested and exercisable at the time of your termination, and you will only have the limited time period specified in the option agreement following your termination in which to exercise the vested portion. Once your


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tendered options have been accepted and cancelled, you will have no rights with respect to those options, and they will not be reissued and returned to you for any reason. THIS OFFER DOES NOT CHANGE THE "AT-WILL" NATURE OF YOUR EMPLOYMENT WITH US, AND YOUR EMPLOYMENT MAY BE TERMINATED BY US OR BY YOU AT ANY TIME, INCLUDING PRIOR TO YOU BEING ISSUED OR VESTING IN EITHER THE RESTRICTED STOCK OR THE NEW OPTIONS, FOR ANY REASON, WITH OR WITHOUT CAUSE.


HOW MANY NEW OPTIONS AND SHARES OF RESTRICTED STOCK 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 seven eighths (7/8ths) of the number of eligible shares subject to the options you tender that are accepted for exchange and cancelled. We will also issue to you a number of shares of restricted stock equal to one eighth (1/8th) of the number of eligible shares subject to the options you tender that are accepted for exchange and cancelled. All new options will be granted under our 1999 plan and will be subject to the terms and conditions of the 1999 plan and a new stock option agreement between you and us. All shares of restricted stock will be issued under our 1999 plan and will be subject to the terms and conditions of the 1999 plan and a restricted stock issuance agreement between you and us. The restricted stock will not actually be issued until you sign and return the restricted stock issuance agreement to us, together with your payment of the $.001 per share par value of your restricted stock. (Page 13)


WHEN WILL I RECEIVE MY NEW OPTIONS?


We will grant the new options on or promptly after the first trading day that is at least six months and one day after the date we accept and cancel tendered options. If we cancel tendered options on April 2, 2001, which is the scheduled expiration date of the offer, the grant date of the new options will be on or about October 3, 2001. (Page 18)


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


If we were to grant the new options on any date that is earlier than six months and one day after the date we cancel the options accepted for exchange, we would be required for financial reporting purposes to record compensation expense against our earnings. By deferring the grant of the new options for at least six months and one day, we believe we will not have to record such a compensation expense. (Page 35)


WHEN WILL I RECEIVE MY RESTRICTED STOCK?


We will be prepared to issue the restricted stock promptly following the expiration of the offer and after tendered options are accepted for exchange and cancelled. The scheduled expiration date of the offer is April 2, 2001, and we expect to accept and cancel all tendered options on that date, unless we extend the offer. After expiration of the offer and acceptance and cancellation of tendered options, we will forward a restricted stock issuance agreement to you. You must properly execute the restricted stock issuance agreement and return it to us, together with a cash payment equal to the $.001 per share par value of your restricted stock. Upon our


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receipt of the executed restricted stock issuance agreement and cash payment, we will issue the restricted stock. However, you will not receive a stock certificate for the restricted stock until after the restricted stock has vested. Prior to vesting, the restricted stock will be held in our custody. Once the restricted stock has vested, you will be entitled to receive the certificate for your shares upon your payment to us of the federal and state income and employment withholding taxes to which you become subject as a result of the vesting of your restricted stock . (Page 18)


WHAT DO I HAVE TO PAY TO GET RESTRICTED STOCK?


In order for the restricted stock to be issued, all you have to pay us is the $.001 per share par value of your restricted stock (rounded up to the nearest whole cent). WHEN YOUR RESTRICTED STOCK SUBSEQUENTLY VESTS, YOU WILL RECOGNIZE IMMEDIATE TAXABLE INCOME EQUAL TO THE FAIR MARKET VALUE OF YOUR RESTRICTED STOCK AT THAT TIME. The stock certificates for your vested shares will not be delivered to you until you pay us the federal and state income and employment withholding taxes to which you become subject by reason of such income. (Page 18)


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


If we accept options you tender in the offer, our grant to you of other options, including as part of a performance plan, for which you may be eligible may be deferred until the grant date for your new options. We may defer the grant to you of these other options if we determine it is necessary for us to do so to avoid incurring compensation expense against our earnings because of accounting rules that could apply to these interim option grants as a result of the offer. (Page 18)


WHAT WILL THE EXERCISE PRICE OF THE NEW OPTIONS BE?


The exercise price of the new options will be equal to the last reported sale price of our common stock on the Nasdaq National Market on the date we grant the new options. Accordingly, we cannot predict the exercise price of the new options. The exercise price per share of any option you tender must be more than $5.00. This threshold price is higher than the current market price of our common stock, which was $3.25 per share at the close of trading on February 26, 2001 as reported on the Nasdaq National Market. HOWEVER, BECAUSE WE WILL NOT GRANT NEW OPTIONS UNTIL AT LEAST SIX MONTHS AND ONE DAY AFTER THE DATE WE CANCEL THE OPTIONS ACCEPTED FOR EXCHANGE, THE NEW OPTIONS MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR ELIGIBLE AND SPECIAL OPTIONS. IN ADDITION, AFTER THE GRANT OF THE NEW OPTIONS, OUR STOCK MAY NEVER TRADE AT A PRICE HIGHER THAN THE EXERCISE PRICE PER SHARE OF THE NEW OPTIONS. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO TENDER YOUR OPTIONS. (Page 13)
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