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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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. 4 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 to include the information set forth
below.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Effective as of May 18, 1998, S Sub Corp. and Offeror entered into an
Assignment and Assumption Agreement pursuant to which Offeror assigned to S Sub
Corp. and S Sub Corp. assumed Offeror's rights and obligations to purchase
Shares tendered pursuant to the Offer.
On May 19, 1998 the Company issued a press release, a copy of which is
attached hereto as Exhibit 99.22, announcing the completion of the Offer.
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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.
99.22 Press release issued by the Company on May 19, 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 20, 1998
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.
99.22 Press release issued by the Company on May 19, 1998.
</TABLE>
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* Previously filed.
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Exhibit 99.22
CONTACT: Robert E. Grice, Jr. Eileen Morcos
Chief Financial Officer Investor Contact
(714) 579-0412 Financial Relations Board
(310) 442-0599
FOR IMMEDIATE RELEASE
May 19, 1998
SIMULATION SCIENCES INC. ANNOUNCES
COMPLETION OF TENDER OFFER BY SIEBE PLC
Brea, California, May 19, 1998 - Simulation Sciences Inc. (Nasdaq: SMCI),
a worldwide supplier of software and services to the process industries,
announced today the successful completion of the tender offer (the "Offer")
by Siebe plc, a United Kingdom public limited company ("Siebe"), for all
the outstanding shares of common stock, and associated preferred stock
purchase rights (collectively, the "Shares"), of SIMSCI. The Offer was made
through S Acquisition Corp., an indirect wholly owned subsidiary of Siebe. The
Offer expired at 12:00 midnight, New York City time on Monday, May 18, 1998,
by which time approximately 13,891,721 Shares had been tendered (including
490,563 Shares tendered by notice of guaranteed delivery). This represented
more than 97.9 percent of the outstanding Shares of SimSci. Siebe will accept
for payment all the Shares tendered at the tender offer price of $10.00 per
share.
Siebe is one of the United Kingdom's largest diversified engineering and
electronics groups and incorporates over 200 companies worldwide, employing
over 50,000 people. The Group designs and manufacturers 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 Untied
Kingdom, the United States, and Venezuela and provides support and service to
more than 650 customers in over 65 countries. Fore more information about
SIMSCI, visit the SIMSCI Website at http://www.simsci.com.
