Offer To Exchange Options

EXHIBIT (a)(1)(A)


[TO BE SENT VIA E-MAIL]


LANTE CORPORATION


OFFER TO EXCHANGE OPTIONS
UNDER THE LANTE STOCK OPTION PLAN
AMENDED AS OF JANUARY 29, 2001


================================================================================
THIS OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, EASTERN TIME, ON FRIDAY, FEBRUARY 9, 2001,
UNLESS LANTE EXTENDS THE OFFER ================================================================================


Lante Corporation is offering to exchange all outstanding options to purchase shares of our common stock granted under the Lante Corporation Amended and Restated 1998 Stock Option Plan (the "1998 option plan") that have an exercise price of at least $5.00 per share or that are required to be tendered pursuant to the six month look-back provision described below, for new options we will grant under the 1998 option plan. 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"). The number of shares of common stock subject to new options to be granted to each option holder will be equal to two-thirds of the number of shares subject to the options tendered by such option holder and accepted for exchange. 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 we cancel the options accepted for exchange. You may only tender options for all or none of the shares of common stock subject to an individual grant. If you tender an option grant for exchange, you will be required to also tender all subsequent option grants with a lower exercise price that you received during the six months immediately prior to the date on which the offer expires.


This offer is not conditioned upon a minimum number of options being tendered, but is subject to conditions that we describe in Section 6 of this offer to exchange.


If you tender options for exchange, we will grant you new options under the 1998 option plan and a new option agreement between us and you, all as more fully described in the offer. The exercise price of the new options will equal the fair market value of our common stock on the date of the grant. The new options, unlike the options you tender for exchange (which vest 25% on the first anniversary of the grant date and monthly thereafter over the next three years), will have a three year, monthly vesting schedule that begins on the grant date of the new options.


ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THIS 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 TO TENDER YOUR OPTIONS.


Shares of our common stock are quoted on the Nasdaq National Market under the symbol "LNTE." On December 20, 2000, the last reported sale price of the common stock on the Nasdaq National Market was $1.375 per share. WE RECOMMEND THAT YOU OBTAIN CURRENT


MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO TENDER YOUR OPTIONS.


THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION. 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 this offer or requests for assistance or for additional copies of the offer to exchange or the letter of transmittal to your benefits representative, at Lante Corporation, 161 North Clark Street, Suite 4900, Chicago, Illinois 60601 (telephone: (312) 696-5000).


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 and any other required documents to us at Lante Corporation, 161 North Clark Street, Suite 4900, Chicago, Illinois 60601, Attn: Scott Smaller, Treasurer (facsimile number: (312) 696-0060).


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 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 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


SUMMARY TERM SHEET......................................................1


INTRODUCTION............................................................6


THE OFFER...............................................................6


1. NUMBER OF OPTIONS; EXPIRATION DATE.................................6 2. PURPOSE OF THE OFFER...............................................7 3. PROCEDURES FOR TENDERING OPTIONS...................................8 4. WITHDRAWAL RIGHTS..................................................9 5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW OPTIONS.....9 6. CONDITIONS OF THE OFFER...........................................10 7. PRICE RANGE OF COMMON STOCK UNDERLYING THE OPTIONS................11 8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS..........12 9. INFORMATION CONCERNING LANTE......................................15 10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE OPTIONS...............................16 11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER; ACCOUNTING
CONSEQUENCES OF THE OFFER.........................................17 12. LEGAL MATTERS; REGULATORY APPROVALS...............................18 13. MATERIAL FEDERAL INCOME TAX CONSEQUENCES..........................18 14. EXTENSION OF OFFER; TERMINATION; AMENDMENT........................19 15. FEES AND EXPENSES.................................................20 16. ADDITIONAL INFORMATION............................................20 17. MISCELLANEOUS.....................................................20


SCHEDULE A Information Concerning the Directors and Executive Officers of
Lante


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 is not complete and 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 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 stock options that are outstanding under our 1998 option plan that have an exercise price of at least $5.00 per share of that are required to be tendered pursuant to the six month look-back provision, or any lesser number of options that option holders properly tender in the offer, for new options under the 1998 option plan. For example, if you received an option grant in November 1999 with an exercise price of $3.42 per share and a grant in June 2000 with an exercise price of $20.00 per share, you may only tender the options covered by the June 2000 grant because the options granted in November 1999 have an exercise price less than $5.00 per share.


. WHY ARE WE 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 (1) have an exercise price equal to the fair market value of our common stock on the grant date and (2) begin vesting one month after the grant date, we intend to provide our option holders with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for option holders, most of which whom are employees, and thereby maximize stockholder value. (Page 7)


. 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 until such repriced options are exercised, canceled or expired.


. WHAT ARE THE CONDITIONS TO THE OFFER?


The offer is not conditioned upon a minimum number of options being tendered. However, the offer is subject to a number of other conditions with regard to events that could occur prior to the expiration of the offer. These events include a change in accounting principles, a lawsuit challenging the tender offer and a third-party tender offer for our common stock or an acquisition proposal. These and various other conditions are more fully described in Section 6. (Page 10)


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


To receive a grant of new options pursuant to the offer and under the terms of the 1998 option plan, you must be an employee of Lante 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 about the first business day that is at least six months and one day following the date we cancel the options accepted for exchange. IF, FOR ANY REASON, YOU ARE NOT AN EMPLOYEE OF LANTE OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT WE HAVE ACCEPTED FOR EXCHANGE. PARTICIPATION IN THE OFFER DOES NOT CONFER UPON YOU THE RIGHT TO REMAIN IN THE EMPLOY OF LANTE OR ANY OF OUR SUBSIDIARIES. (Page 14)


. 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 two-thirds of the number of shares of common stock subject to the options you tender that we accept for exchange. This means that for every three options that you tender and we accept for exchange, you will receive two options. However, we will not issue any options exercisable for fractional shares. Instead, we will round down to the nearest whole number. For example, if you tender options exercisable for 2,000 shares that we accept for exchange, you will receive new options exercisable for 1,333 shares. All new options will be granted under our 1998 option plan and will be subject to the terms and conditions of the 1998 option plan and a new option agreement between you and us. The new option agreement will be in substantially the same form as the option agreement or agreements for your current options. (Page 6)


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


You must tender a full option grant. We are not accepting partial tenders of an individual option grant. For example, if you hold an option to purchase 3,000 shares of common stock at an exercise price of $35.00 per share, you must either tender all or none of such options; you cannot tender only part of the option and retain the remainder of the option. On the other hand, if you have multiple option grants, you may choose not to tender all of your grants. You will, however, be subject to a "six month look-back" that will require you to tender all option grants that you received during the six months immediately prior to the date on which the offer expires if those grants were made subsequent to, and have an exercise price lower than the exercise price of, the grant(s) that you tender. For example, if you received an option grant in September 2000 with an exercise price of $9.00 per share and a grant in January 2001 with an exercise price of $1.50 and you wanted to tender your September 2000 option grant, you would also be required to tender your January 2001 grant for exchange even though the January 2001 grant was less than $5.00 per share. (Page 6)


. 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 after the date we cancel the options accepted for exchange. If we cancel tendered options on February 12, 2001, the business day following the scheduled expiration date, the grant date of the new options will be on or about August 13, 2001. (Page 6)


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. 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 to record compensation expense against our earnings for financial reporting purposes. 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 17)


. 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, we will defer until the grant date for your new options our grant to you of other options, such as annual, bonus or promotional options, for which you may be eligible between the date hereof and the new option grant date. We will 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. If you do not tender options in the offer, however, we may grant you promptly following the expiration of the offer options that you were eligible to receive between the date hereof and the expiration date. (Page 9)


. WHAT WILL THE EXERCISE PRICE OF THE NEW OPTIONS BE?


The exercise price of the new options will equal the fair market value of our common stock on the date we grant the new options. This will be determined based upon the last reported sale price of our common stock on the date we grant the new options. Accordingly, we cannot predict the exercise price of the new options. 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, 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 TO TENDER YOUR OPTIONS. (Page 12)


. WHEN WILL THE NEW OPTIONS VEST?


The new options, unlike the options you tender for exchange (which vest 25% on the first anniversary of the grant date and monthly thereafter over the next three years), will have a three-year, monthly vesting schedule that begins on the grant date of the new options That means the new option grant will (1) become exercisable in thirty-six equal monthly installments after the grant date of the new options and (2) assuming we grant the new options on or about August 13, 2001, be fully exercisable on or about August 13, 2004, subject to the terms and conditions of the 1998 option plan and your option agreement. No portion of the new options we grant will be immediately exercisable, even if the options you tender for exchange are or were scheduled to become exercisable. The three- year, monthly vesting schedule of the new options will not begin until the grant date of those options. Therefore, while the new options begin vesting the first month after the new grant date, you will lose the benefits of any vesting under options you tender in the offer. (Page 12)


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. WILL THE TERMS OF THE NEW OPTIONS BE THE SAME AS THE TERMS OF THE OPTIONS
TENDERED FOR EXCHANGE?


The new options will be issued under the same option plan, the 1998 option plan, as the options tendered for exchange and will be issued pursuant to an option agreement substantially similar to the option agreements pursuant to which the options tendered for exchange were issued. Accordingly, the terms of the new options will be the same as the terms of the options tendered for exchange, except as follows:


. Number of Shares of Common Stock Subject to Option. The number of
shares of common stock receivable upon exercise of the new options
will be equal to two-thirds of the number of shares of common stock
receivable upon exercise of the options tendered for exchange.


. Exercise Price. Although the method for determining the exercise price
of the new options is the same as the method used for determining the
exercise price of the options tendered for exchange (i.e., based on
the fair market value of our common stock on the date of grant), it is
likely that the exercise price of the new options will be different
from the exercise price of the tendered options.


. Vesting. The options tendered for exchange vest 25% on the first
anniversary of the grant date and monthly thereafter over the next
three years. The new options will have a three-year monthly vesting
schedule that begins on the grant date of the new options.


. Term. While the expiration date of both the new options and the
options tendered for exchange is nine years from the date of grant,
the new options will expire on a later date than the tendered options
would have because they will be granted on a later date. (Page 12)


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


If you exchange your current options for new options, we believe you will not be required under current 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 law to recognize income for federal income tax purposes. We recommend that you consult with your own tax advisor to determine the tax consequences of tendering options pursuant to the offer. (Page 18)


. WHAT HAPPENS TO OPTIONS THAT I CHOOSE NOT TO TENDER OR THAT ARE NOT
ACCEPTED FOR EXCHANGE?


Nothing, assuming you are not required to tender such options pursuant to the "six month look-back." Options that you choose not to tender for exchange or that we do not accept for exchange remain outstanding and retain their current exercise price and current vesting schedule.


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. HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER OPTIONS IN THE OFFER? CAN
THE OFFER BE EXTENDED, AND IF SO, HOW WILL I BE NOTIFIED IF IT IS EXTENDED?


You have until at least 12:00 midnight, Eastern time, on Friday, February 9, 2001 to tender your options in the offer.


We may, in our discretion, extend the offer at any time, but we cannot assure you that the offer will be extended or, if extended, for how long. If we extend the offer, we will make a company-wide announcement of the extension no later than 9:00 a.m. on the next business day following the previously scheduled expiration date. If we extend the offer, we may delay the acceptance of any options that have been tendered. (Page 6)


. HOW DO I TENDER MY OPTIONS?


If you decide to tender your options, you must deliver, before the offer expires, a properly completed and duly executed letter of transmittal and any other documents required by the letter of transmittal to Lante Corporation, 161 North Clark Street, Suite 4900, Chicago, Illinois 60601, Attn: Scott Smaller, Treasurer (facsimile number: (312) 696-0060). (Page 8)


. DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED OPTIONS?


You may withdraw your tendered options at any time before the offer expires. Because we are not accepting partial tenders of an individual option grant, you may only withdraw options for all or none of the shares of common stock subject to an individual grant. To withdraw tendered options, you must deliver to us at the address or facsimile number listed above a written notice of withdrawal with the required information while you still have the right to withdraw the tendered options. Once you have withdrawn options, you may re- tender options only by again following the delivery procedures described above. (Page 9)


. WHAT DO WE AND OUR BOARD OF DIRECTORS THINK OF THE OFFER?


Although our board of directors has approved this offer, neither we nor our board of directors makes any recommendation as to whether or not you should tender your options. You must make your own decision whether to tender options. For questions regarding tax implications or other investment-related questions, you should talk to your own legal counsel, accountant and/or financial advisor.


. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?


For additional information or assistance, you should contact:


Your Benefits Representative
Lante Corporation
161 North Clark Street
Suite 4900
Chicago, Illinois 60601
(telephone: (312) 696-5000)


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INTRODUCTION


Lante Corporation is offering to exchange all outstanding options to purchase shares of our common stock granted under the Lante Corporation Amended and Restated 1998 Stock Option Plan (the "1998 option plan") that have an exercise price of at least $5.00 per share or that are required to be tendered pursuant to the six month look-back provision described below, for new options we will grant under the 1998 option plan. 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"). If you tender options for exchange, we will grant you new options under the 1998 option plan and a new option agreement between us and you. All tendered options accepted by us pursuant to this offer will be canceled.


This offer is not conditioned upon a minimum number of options being tendered. This offer is subject to conditions that we describe in Section 6 below.


As of December 20, 2000, options to purchase 8,191,143 shares of our common stock were issued and outstanding under the 1998 option plan, of which options to purchase 3,457,478 shares of our common stock, constituting 42.2%, are eligible to be exchanged in the offer.


THE OFFER


1. NUMBER OF OPTIONS; EXPIRATION DATE.


Upon the terms and subject to the conditions of the offer, we will exchange for new options to purchase common stock under the 1998 option plan all outstanding options under the 1998 option plan that have an exercise price of at least $5.00 per share or that are required to be tendered pursuant to the six month look-back provision, that are properly tendered and not validly withdrawn in accordance with Section 4 before the "expiration date," as defined below. We will not accept partial tenders of options for any portion of the shares subject to an individual option grant. Therefore, you may only tender options for all or none of the shares of common stock subject to a particular option grant. If you tender an option grant for exchange, you will be subject to a "six month look- back" that will require you to tender all option grants that you received during the six months immediately prior to the date on which the offer expires, if those grants were made subsequent to, and have an exercise price lower than the exercise price of, the grant(s) that you tender, even if those option grants have an exercise price less than $5.00 per share.


If your options are properly tendered and accepted for exchange, unless we terminate this offer pursuant to the terms and conditions hereof, you will be entitled to receive, on or about the first business day that is at least six months and one day following the date we accept the options tendered for exchange, new options to purchase the number of shares of our common stock that is equal to two-thirds of the number of shares subject to the options that you tendered, subject to adjustments for any stock splits, stock dividends and similar events that occur prior to the grant date of the new options. However, we will not issue any options exercisable for fractional shares. Instead, we will round down to the nearest whole number. IF, FOR ANY REASON, YOU ARE NOT AN EMPLOYEE OF LANTE OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE. PARTICIPATION IN THE OFFER DOES NOT CONFER UPON YOU THE RIGHT TO REMAIN IN THE EMPLOY OF LANTE OR ANY OF OUR SUBSIDIARIES. This means that if you die or quit, with or without a good reason, or we terminate your employment, with or without cause, prior to the date we grant the new options, you will not receive anything for the options that you tendered and we canceled.


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The term "expiration date" means 12:00 midnight, Eastern time, on Friday, February 9, 2001, unless and until we, in our discretion, have extended the period of time during which the offer will remain open, in which event the term "expiration date" refers to the latest time and date at which the offer, as so extended, expires. See Section 14 for a description of our rights to extend, delay, terminate and amend the offer.


2. PURPOSE OF THE OFFER.


We issued the options outstanding under the 1998 option plan to:


. provide our option holders an opportunity to acquire or increase a
proprietary interest in us, thereby creating a stronger incentive to
expend maximum effort for our growth and success; and


. encourage our employees to continue their employment by us.


Many of our outstanding options, whether or not they are currently exercisable, including all of the options we granted in the six months prior to commencing the offer, have exercise prices that are higher than the market price of our common stock as of the date immediately prior to the date we commenced the offer. As of December 20, 2000, all 3,457,478 of the options that were eligible to be exchanged in the offer had an exercise price above $1.375 ...