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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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SIMULATION SCIENCES INC.
(NAME OF SUBJECT COMPANY)
SIMULATION SCIENCES INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
829213 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
CHARLES R. HARRIS
CHIEF EXECUTIVE OFFICER
601 VALENCIA AVENUE, SUITE 100
BREA, CALIFORNIA 92823
(714) 579-0412
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
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COPIES TO:
JEFFREY D. SAPER, ESQ.
BARRY E. TAYLOR, ESQ.
MARTIN W. KORMAN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650)493-9300
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INTRODUCTION
This Amendment No. 3 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") filed by Simulation Sciences Inc. (the
"Company") relating to an offer by S Acquisition Corp., a Delaware corporation
("Offeror") and an indirect wholly owned subsidiary of Siebe plc, a United
Kingdom public limited company ("Parent" or "Siebe"), to purchase all of the
Shares of Simulation Sciences Inc., a Delaware corporation. Capitalized terms
used herein and not otherwise defined herein shall have the meaning assigned to
them in the Schedule 14D-9.
The information provided in the Schedule 14D-9 under "Item 8. Additional
Information to be Furnished" is amended in full to read in its entirety as set
forth below.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On May 7, 1998 the Company issued a press release, a copy of which is
attached hereto as Exhibit 99.21, announcing the Company's receipt of notice of
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 applicable to the purchase of the Shares pursuant to the
Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
99.1* Form of Mutual Nondisclosure Agreement between Simulation
Sciences Inc. and Siebe plc dated April 7, 1998.
99.2* Press releases issued by the Company and Siebe plc on April
15, 1998.
99.3* Letter of Transmittal.
99.4* Letter to Stockholders dated April 21, 1998 from Charles R.
Harris, President and Chief Executive the Company.
99.5* Opinion of Dain Rauscher Wessels, a division of Dain
Rauscher Incorporated, dated April 15, 1998.
99.6* Offer to Purchase dated April 21, 1997.
99.7* Agreement and Plan of Merger dated as of April 15, 1998,
among the Company, Siebe plc, S Acquisition Corp. and S Sub
Corp.
99.8* Stock Option Agreement dated as of April 15, 1998 between
the Company and Siebe plc.
99.9* Certificate of Incorporation of the Company, as amended to
date.
99.10* Certificate of Designations of Rights, Preferences and
Privileges of Series A Participating Preferred Stock.
99.11* The Bylaws of the Company.
99.12* Form of Indemnification Agreement.
99.13* Form of Separation Agreement.
99.14* 1994 Stock Option Plan and related agreements.
99.15* 1996 Stock Plan and related agreements.
99.16* Employee Stock Purchase Plan for U.S. Employees and related
agreements.
99.17* Employee Stock Purchase Plan for Non-U.S. Employees and
related agreements.
99.18* Director Option Plan and related agreements.
99.19* The Company's Information Statement pursuant to Section
14(f) of the Exchange Act and Rule 14f-1 thereunder.
99.20* Press release issued by the Company on May 7, 1998.
99.21 Press release issued by the Company on May 7, 1998.
</TABLE>
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* Previously filed.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
SIMULATION SCIENCES INC.
By: /s/ CHARLES R. HARRIS
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Charles R. Harris
Chief Executive Officer
Dated: May 8, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
99.1* Form of Mutual Nondisclosure Agreement between Simulation
Sciences Inc. and Siebe plc dated April 7, 1998.
99.2* Press releases issued by the Company and Siebe plc on April
15, 1998.
99.3* Letter of Transmittal.
99.4* Letter to Stockholders dated April 21, 1998 from Charles R.
Harris, President and Chief Executive the Company.
99.5* Opinion of Dain Rauscher Wessels, a division of Dain
Rauscher Incorporated, dated April 15, 1998.
99.6* Offer to Purchase dated April 21, 1997.
99.7* Agreement and Plan of Merger dated as of April 15, 1998,
among the Company, Siebe plc, S Acquisition Corp. and S Sub
Corp.
99.8* Stock Option Agreement dated as of April 15, 1998 between
the Company and Siebe plc.
99.9* Certificate of Incorporation of the Company, as amended to
date.
99.10* Certificate of Designations of Rights, Preferences and
Privileges of Series A Participating Preferred Stock.
99.11* The Bylaws of the Company.
99.12* Form of Indemnification Agreement.
99.13* Form of Separation Agreement.
99.14* 1994 Stock Option Plan and related agreements.
99.15* 1996 Stock Plan and related agreements.
99.16* Employee Stock Purchase Plan for U.S. Employees and related
agreements.
99.17* Employee Stock Purchase Plan for Non-U.S. Employees and
related agreements.
99.18* Director Option Plan and related agreements.
99.19* The Company's Information Statement pursuant to Section
14(f) of the Exchange Act and Rule 14f-1 thereunder.
99.20* Press release issued by the Company on May 7, 1998.
99.21 Press release issued by the Company on May 7, 1998.
</TABLE>
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* Previously filed.
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EXHIBIT 99.21
DRAFT PRESS RELEASE
CONTACT: Robert E. Grice, Jr. Eileen Morcos
Chief Financial Officer Financial Relations Board
(714) 579-0412 (310) 442-0599
FOR IMMEDIATE RELEASE
HART-SCOTT-RODINO WAITING PERIOD TERMINATED
Brea, California, May 7, 1998 - Simulation Sciences Inc. (Nasdaq: SMCI), a
worldwide supplier of software and services to the process industries, announced
today that it has received notice of early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, applicable to
the acquisition of shares of Common Stock of SIMSCI, including the associated
preferred stock purchase rights (the "Shares"), by S Acquisition Corp. pursuant
to its tender offer. Accordingly, the condition of the tender offer relating to
the expiration of the applicable Hart-Scott-Rodino waiting period has been
satisfied. Pursuant to a merger agreement among SIMSCI, Siebe plc ("Siebe"), S
Acquisition Corp. and S Sub Corp., S Acquisition has offered $10.00 in cash per
share of all issued and outstanding stock of SIMSCI. The tender offer is
scheduled to expire at 12:00 midnight New York City time on Monday, May 18,
1998, unless extended.
Siebe is one of the United Kingdom's largest diversified engineering groups
and incorporates over 200 companies worldwide, employing over 50,000 people. The
group designs and manufactures temperature and appliance controls, electronic
power controls, process automation and building control systems, and engineered
industrial equipment.
SIMSCI is a leading provider of application software and related services
to the petroleum, petrochemical, and industrial chemical process industries as
well as the engineering and construction firms that support those industries.
SIMSCI's Windows-based graphical user interface and simulation software products
are designed to increase profitability by reducing capital investment costs,
improving yields, and enhancing management decision making. SIMSCI maintains
offices in Belgium, Brazil, Egypt, Germany, Japan, Singapore, the United
Kingdom, the United States, and Venezuela and provides support and service to
more than 650 customers in over 65 countries. For more information about SIMSCI,
visit the SIMSCI Website at http://www.simsci.com.
