ZONAGEN INC

election_required = True...properly withdrawn by any "odd lot holder" (as defined below) who: (i) tenders all Shares owned (beneficially or of record) by the odd lot holder at the Purchase Price (tenders of less than all the Shares owned will not qualify for this preference); and (ii) completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; and o Second, after the purchase of all the Shares properly tendered by odd lot holders and subject to the conditional tender procedures described in "Section 9. Conditional Tender Procedures," all other Shares properly tendered, on a pro rata basis with appropriate adjustments to...

election_required = True...properly withdrawn by any "odd lot holder" (as defined below) who: (i) tenders all Shares owned (beneficially or of record) by the odd lot holder at the Purchase Price (tenders of less than all the Shares owned will not qualify for this preference); and (ii) completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; and - Second, after the purchase of all the Shares properly tendered by odd lot holders and subject to the conditional tender procedures described in "Section 9. Conditional Tender Procedures," all other Shares properly tendered at or below the applicable Purchase Price, on a pro...

expiry = 2003-12-19...19-3400 OFFER TO PURCHASE FOR CASH UP TO 9,836,065 SHARES OF OUR COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $2.10 NOR LESS THAN $1.83 PER SHARE THE OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON DECEMBER 19, 2003 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED. We MAY EXTEND THE OFFER PERIOD AT ANY TIME. INTRODUCTION Zonagen, Inc., a Delaware corporation (the "Company," "Zonagen," or "we," us," or "our"), hereby offers to purchase up to 9,836...

expiry = 2004-01-07...rence to being limited to paying an aggregate purchase price of $18,000,000. (2) In the Supplement, the Company has amended and revised all relevant language from the Offer to Purchase to reflect the new Expiration Date of the Offer of January 7, 2004. (3) The first sentence of the fourth paragraph of the subsection "Introduction" on the cover page was revised to read as follows: "Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as set forth i...

listed = True...fer taxes in connection with the tender of Shares pursuant to the Offer. We will pay all fees and expenses of Computershare Trust Company, Inc., which is acting as Depository (the "Depository"), incurred in connection with the Offer. The Shares are listed and traded on The Nasdaq National Market ("Nasdaq") under the ticker symbol "ZONA". On October 16, 2003, the last day the Shares traded on Nasdaq before the announcement of the Offer, the closing price of the Shares on Nasdaq was $1.68 per Share. Stockholders are urged to obtain current market quotations for the Shares. Our Board of Directors has approved this Offer. However, neither th...

mechanism = DUTCH...Information about the Company, the Shares, and the Tender Offer" for more information. Q2: WHAT SECURITIES AND AMOUNTS OF SECURITIES ARE SOUGHT IN THE OFFER? A: We are making the Offer to purchase up to 9,836,065 Shares through a procedure commonly called a "modified Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for this Offer is $1.83 to $2.10 per Share. We will select the lowest purchase price out of all of the prices at which Shares are tendered in the Offer within the Purchase Price Range (the "Pu...

mechanism = FIXED...culated solely for the purpose of determining the filing fee in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended. This calculation assumes the purchase of all of the shares of common stock being sought by the offeror at the maximum purchase price of $2.10 per share for an aggregate purchase price of $18 million. [X] 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. Amount Previously P...

must_tender_all = True...ir ability to satisfy any of the foregoing tests also may be affected by proration pursuant to the Offer. Therefore, unless a stockholder makes a conditional tender (see "Section 9. Conditional Tender Procedures"), the stockholder (other than a odd lot holder who tenders all of his or her Shares) can be given no assurance, even if the stockholder tenders all of the stockholder's Shares, that we will purchase a sufficient number of such Shares to permit the stockholder to satisfy any of the foregoing tests. Stockholders also should be aware that an acquisition or disposition of Shares in the market or otherwise as part of a plan...

price = USD 1.83-2.1...re commonly called a "modified Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for this Offer is $1.83 to $2.10 per Share. We will select the lowest purchase price out of all of the prices at which Shares are tendered in the Offer within the Purchase Price Range (the "Purchase Price") that will allow us to buy the lesser of (1) a...

price = USD 2.1...Rule 0-11 of the Securities Exchange Act of 1934, as amended. This calculation assumes the purchase of all of the shares of common stock being sought by the offeror at the maximum purchase price of $2.10 per share for an aggregate purchase price of $18 million. [X] 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 p...

threshold = 100...y tendered than we can purchase for an aggregate Purchase Price of $18 million. Odd Lots. For purposes of the Offer, the term "odd lots" means all Shares properly tendered before the Expiration Date and not properly withdrawn by any person, referred to as an "odd lot holder," who owns, beneficially or of record, a total of fewer than 100 Shares and -4- certifies to that fact in the "Odd Lots" box on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered Shares. To qualify for this preference, an odd lot holder must tender all Shares...

txn_type = CONSOLIDATION...et, in which case, the Shares might be traded over the counter on "pink sheets." In the event our common stock could not remain listed on either Nasdaq market, the Board of Directors may decide to terminate our registration as a public company and engage in a reverse split to further reduce the number of stockholders or to liquidate and dissolve and distribute the value of the remaining assets to stockholders. Currently, we have no plans or intention to be delisted from Nasdaq (other than our anticipated move to the SmallCap Market), to be traded in pink sheets, to deregister the Shares, or to eliminate st...

txn_type = TENDER_OFFER...a price not greater than $2.10 nor less than $1.83 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Zonagen, Inc.'s tender offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 19, 2003 and the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer and copies of which were attached to the Schedule TO dated November 19, 2003 as Exhibits (a)(1) and (a)(2), respectively. All of the information in the Offer to Purchase and the related...

final_price = 2.1...in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended. This calculation assumes the purchase of all of the shares of common stock being sought by the offeror at the maximum purchase price of $2.10 per share for an aggregate purchase price of $18 million. [X] 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...

tendered = 8571428...m, thereby operating in a "virtual" manner since such date." (17) The subsection "Priority of Purchases" on page 4 has been revised to read as follows: "Upon the terms and conditions of the Offer, if 8,571,428 Shares or less are properly tendered and not properly withdrawn, then we will purchase all properly tendered Shares at the Purchase Price. Upon the terms and conditions of the Offer, if more than 8,571,428 Shares are properly tendered and not properly withdrawn at or below the Purchase Price selected by us in accor...