SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SPAR GROUP, INC.

(Name of Subject Corporation (Issuer) and Filing Persons (Offeror))

 

Stock Options to Purchase Common Stock, $0.01 Par Value

(Title of Classes of Securities)

784933103

(CUSIP Number of Class of Securities Underlying Options)

 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

 

 

 

Amount Previously Paid:	$36.28
Form or Registration No.:	Schedule TO
Filing Party	SPAR Group, Inc.
Date Filed:	August 25, 2009 (Submitted on August 24, 2009, but delayed past 5:30 pm by Edgar issues)

 

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TABLE OF CONTENTS

 

 

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Amendment No. 1 to Schedule TO-I

On August 24, 2009, SPAR Group, Inc., a Delaware corporation (the “Corporation”), submitted to the Securities and Exchange Commission (the “SEC”) its the initial Tender Offer Statement on Schedule TO, which due to Edgar delays was not received until after 5:30 pm on August 24, 2009, and accordingly was deemed filed under Edgar on August 25, 2009 (the “SC TO-I”). The Corporation offered to grant new nonqualified stock options having a new lower exercise price of $0.40 per share and exchange them for the existing option contracts held by the eligible participants, if and to the extent voluntarily tendered for exchange by the option holder, all upon the terms and provisions and subject to the conditions set forth the Corporation’s SC TO-I and the Exhibits thereto, including (without limitation) the Offer to Exchange Certain Outstanding Stock Options for New Stock Options from SPAR Group, Inc. dated August 24, 2009 (the “Exchange Offer”).

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Corporation’s SC TO-I, is both the final and first amendment to the Corporation’s SC TO-I and is made to report the results of the Exchange Offer. This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Except as specifically provided here, the information contained in the Corporation’s SC TO-I remains unchanged, and this Amendment No. 1 does not modify any of the information previously reported on the Corporation’s SC TO-I.

 

Please note the Corporation’s SC TO-I appears to have been mislabeled in the Edgar System as a form “SC13E4F” (for a foreign issuer exchange offer), although that label does not appear anywhere in the Corporation’s SC TO-I itself and that schedule clearly describes the subject domestic stock option repricing exchange offer. We hereby amend that clerical error by replacing that Edgar label with the correct Edgar Label of “SC TO-I” in respect of the Corporation’s initial filing on Schedule TO (as submitted to the SEC on August 24, 2009, and deemed filed on August 25, 2009, as noted above).

 

Item 4. Terms of the Transaction.

 

Item 4 of the Schedule TO is hereby amended and supplemented by adding (at its end) the following new four paragraphs:

 

The Exchange Period under (and as defined in) the Corporation’s Exchange Offer commenced on August 24, 2009, and expired at 5 P.M. on September 23, 2009.

 

Pursuant to the Exchange Offer: Eighty-one of the Corporation’s eligible officers, employees and consultants during the Exchange Period voluntarily surrendered for exchange and cancellation their existing option contracts to purchase an aggregate of 1,703,739 shares of the Corporation’s common stock, representing approximately 86.9% of the total option shares under all existing option contracts eligible for exchange; those existing option contracts were accepted for exchange by the Corporation; and in exchange for those surrendered option contracts, the Corporation issued new stock option contracts to them to purchase an aggregate of 1,703,739 shares of the Corporation’s common stock (“New Option Contracts”).

 

Pursuant to the Exchange Offer: all five of the Corporation’s eligible current and retired outside directors during the Exchange Period voluntarily surrendered for exchange and cancellation their existing option contracts to purchase an aggregate of 576,840 shares of the Corporation’s common stock, representing 100% of the total option shares under all existing option contracts eligible for exchange; those existing option contracts were accepted for exchange by the Corporation; and in exchange for those surrendered option contracts, the Corporation issued new stock option contracts to them to purchase an aggregate of 445,999 shares of the Corporation’s common stock (also “New Option Contracts”).

 

The exercise price for the purchase of the Corporation’s common stock under the New Option Contracts is $0.40 per share, which represents the fair market value of a share of the Corporation’s common stock on August 6, 2009, as determined in accordance with the Corporation’s 2008 Stock Compensation Plan. The New Option Contracts have been issued as of August 6, 2009, in substantially the same form as Exhibit 99(d)(2) to this amended Schedule TO. On September 24, 2009, the Corporation cancelled all of the surrendered existing option contracts (and all underlying options) accepted for exchange.

 

Item 12. Exhibits.

 

Item 12 of Schedule TO is hereby amended and restated as follows: “The amended and restated Exhibit Index attached to the Corporation’s Schedule TO-I/A is incorporated herein by reference.”

 

 

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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