================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE TO (RULE 13E-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ----------------- JUNIPER NETWORKS, INC. (NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR)) ----------------- OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.00001 PER SHARE (TITLE OF CLASS OF SECURITIES) ----------------- 48203R 10 4 (CUSIP NUMBER OF CLASS OF SECURITIES) (UNDERLYING COMMON STOCK) ----------------- LISA C. BERRY VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY JUNIPER NETWORKS, INC. 1194 NORTH MATHILDA AVENUE SUNNYVALE, CALIFORNIA 94089 (408) 745-2384 (NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON) ----------------- CALCULATION OF FILING FEE ================================================================================ TRANSACTION VALUATION* AMOUNT OF FILING FEE ================================================================================ $158,587,808 $31,717 ================================================================================ * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 39,916,827 shares of common stock of Juniper Networks, Inc. having an aggregate value of $158,587,808 as of September 18, 2001 will be acquired in connection with this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] CHECK 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 Paid: $31,717 Form or Registration No.: Schedule TO-I Filing party: Juniper Networks, Inc. Date filed: September 28, 2001 [ ] CHECK BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. Check the appropriate boxes to designate any transactions to which the statement relates: [ ] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1. [X] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4. [ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3. [ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] WE HAVE NOT COMMENCED THE OFFER TO WHICH THIS SCHEDULE PERTAINS. THIS SCHEDULE THEREFORE REMAINS SUBJECT TO COMPLETION AND CHANGE. A COMPLETED SCHEDULE TO WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN WE COMMENCE THE OFFER. THE TERMS AND CONDITIONS OF THE OFFER ARE SUBJECT TO CHANGE PRIOR TO OR DURING THE OFFERING PERIOD. YOU SHOULD READ THE COMPLETED SCHEDULE TO WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE SCHEDULE TO AND OTHER FILED DOCUMENTS CAN BE OBTAINED WITHOUT CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV. Introductory Statement This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission (the "Commission") on September 28, 2001 relating to our offer to exchange certain options to purchase our common stock, par value $0.00001 per share, upon the terms and subject to the conditions described in the Offer to Exchange filed herewith. 2 ITEM 12. EXHIBITS. (a)(1) Offer to Exchange dated October __, 2001 (a)(2)* Form of Email to Employees (a)(3) Juniper Networks, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission (the "Commission") on March 27, 2001, is incorporated herein by reference. (a)(4) Juniper Networks, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001, filed with the Commission on August 6, 2001, is incorporated herein by reference. (a)(5) Form of Website Welcome Page (a)(6) Form of Website Election Form (a)(7) Form of Website Election Confirmation (a)(8) Form of Website Thank You Page (Participate) (a)(9) Form of Website Thank You Page (Decline) (a)(10) Form of Email Confirmation (Participate) (a)(11) Form of Email Confirmation (Decline) (a)(12) Form of Website Q&A (a)(13) Form of Website Exchange Offer Overview+ (b) Not applicable (d)(1) Juniper Networks, Inc. 2000 Nonstatutory Stock Option Plan, as amended, is incorporated herein by reference to the Company's registration statement on form S-8 filed with the Commission on March 29, 2001. (d)(2) Juniper Networks, Inc. Amended and Restated 1996 Stock Plan, as amended, is incorporated herein by reference to the Company's registration statement on Form S-8 filed with the Commission on March 29, 2001. (g) Not applicable. (h) Not applicable. ------------------ * To be filed by amendment + Previously filed Schedule TO-C SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in his Schedule TO is true, complete and correct. JUNIPER NETWORKS, INC. /s/ Marcel Gani ----------------------------------- Marcel Gani Chief Financial Officer Date: October 16, 2001 3 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(1) Offer to Exchange dated October __, 2001 (a)(2)* Form of Email to Employees (a)(3) Juniper Networks, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission (the "Commission") on March 27, 2001, is incorporated herein by reference. (a)(4) Juniper Networks, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001, filed with the Commission on August 6, 2001, is incorporated herein by reference. (a)(5) Form of Website Welcome Page (a)(6) Form of Website Election Form (a)(7) Form of Website Election Confirmation (a)(8) Form of Website Thank You Page (Participate) (a)(9) Form of Website Thank You Page (Decline) (a)(10) Form of Email Confirmation (Participate) (a)(11) Form of Email Confirmation (Decline) (a)(12) Form of Website Q&A (a)(13) Form of Website Exchange Offer Overview+ (b) Not applicable (d)(1) Juniper Networks, Inc. 2000 Nonstatutory Stock Option Plan, as amended, is incorporated herein by reference to the Company's registration statement on form S-8 filed with the Commission on March 29, 2001. (d)(2) Juniper Networks, Inc. Amended and Restated 1996 Stock Plan, as amended, is incorporated herein by reference to the Company's registration statement on Form S-8 filed with the Commission on March 29, 2001. (g) Not applicable. (h) Not applicable. ------------------ * To be filed by amendment + Previously filed Schedule TO-C 4