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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
ONDISPLAY, INC.
(Name of Issuer)
COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
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68232L100
(Cusip Number)
David Brodsky
Vignette Corporation
901 South Mopac Expressway
Austin, Texas 78746
(512) 306-4300
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 21, 2000
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following: [ ]
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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Page 1 of 6
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SCHEDULE 13D
CUSIP No. 68232L100 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vignette Corporation
74-2769415
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
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8 SHARED VOTING POWER
NUMBER OF SHARES 8,828,391
BENEFICIALLY OWNED BY EACH ---------------------------------------
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,828,391(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39%
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14 TYPE OF REPORTING PERSON
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(1) 8,828,391 shares of OnDisplay, Inc. ("OnDisplay") common stock are subject
to a Stockholder Agreement entered into by Vignette and certain
stockholders of OnDisplay (discussed in Items 3 and 4 below). Vignette
expressly disclaims beneficial ownership of any of the shares of OnDisplay
common stock covered by the Stockholder Agreement. Based on the number of
shares of OnDisplay common stock outstanding as of May 16, 2000 (as
represented by OnDisplay in the Merger Agreement discussed in Items 3 and
4), the number of shares of OnDisplay common stock indicated represents
approximately 39% of the outstanding OnDisplay common stock.
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.001 per share (the "Common Stock"), of OnDisplay, Inc., a
Delaware corporation (sometimes referred to herein as "Issuer" or "OnDisplay").
The principal executive offices of OnDisplay are located at 12667 Alcosta
Boulevard, Suite 300, San Ramon, California 94583.
Item 2. Identity and Background.
(a) The name of the person filing this statement is Vignette Corporation,
a Delaware corporation ("Vignette").
(b) The address of Vignette's principal business is 901 South Mopac
Expressway, Austin, Texas 78746.
(c) Vignette is a leading global provider of e-Business application
software products and services. Vignette's e-Business solutions are designed to
enable businesses to build successful and sustainable online businesses.
(d) Neither Vignette, nor to Vignette's knowledge, any person named on
Schedule A attached hereto is required to disclose legal proceedings pursuant
to Item 2(d).
(e) Neither Vignette, nor to Vignette's knowledge, any person named on
Schedule A attached hereto is required to disclose legal proceedings pursuant
to Item 2(e).
(f) To Vignette's knowledge each of the individuals identified on Schedule
A attached hereto is a citizen of the United States.
Set forth on Schedule A is the name, and present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of Vignette as of the date hereof.
Item 3. Source and Amount of Funds or Other Consideration.
As an inducement for Vignette to enter into the Merger Agreement described
in Item 4 and in consideration thereof, certain stockholders of OnDisplay (the
"Stockholders") entered into a Stockholder Agreement (See Item 4). Vignette did
not pay additional consideration to the Stockholders in connection with the
execution and delivery of the Stockholder Agreement. In addition, the
Stockholders granted Vignette an irrevocable proxy with respect to the shares
covered by the Stockholder Agreement.
References to, and descriptions of, the Offer, the Merger, the Merger
Agreement and the Stockholder Agreement as set forth herein are qualified in
their entirety by reference to the copies of the Merger Agreement and the
Stockholder Agreement, respectively, included as Exhibits 1 and 2,
respectively, to this Schedule 13D, and are incorporated herein in their
entirety where such references and descriptions appear.
Item 4. Purpose of Transaction.
(a) - (b) Pursuant to an Agreement and Plan of Merger dated as of May 21,
2000 (the "Merger Agreement"), among Vignette, Wheels Acquisition Corp., a
newly formed Delaware corporation and wholly-owned subsidiary of Vignette
("Merger Sub"), and OnDisplay, and subject to the conditions set forth therein
(including, if necessary, approval of the Merger by stockholders of OnDisplay),
Merger Sub will make an exchange offer (the "Offer") to exchange shares of
Vignette's common stock for all issued and outstanding shares of OnDisplay
common stock and Merger Sub will merge with and into OnDisplay and OnDisplay
will become a wholly-owned subsidiary of Vignette (such events constituting the
"Merger"). Once the Merger is consummated, Merger Sub will cease to exist as a
corporation and all of the business, assets, liabilities and obligations of
Merger Sub will be merged into OnDisplay with OnDisplay remaining as the
surviving corporation (the "Surviving Corporation").
Page 3 of 6
<PAGE>
As a result of the Merger, each outstanding share of OnDisplay common
stock, other than shares owned by OnDisplay, Vignette and Merger Sub will be
converted into the right to receive 1.58 shares (the "Exchange Ratio") of
Vignette common stock, and each outstanding option to purchase OnDisplay common
stock will be assumed by Vignette and adjusted, as appropriate, according to
the Exchange Ratio.
Each Stockholder has, by executing the Stockholder Agreement, agreed to
tender in the Offer and to vote that portion of the 8,828,391 shares of
OnDisplay common stock beneficially owned by it (with respect to each
Stockholder, the "Shares") as described below.
Pursuant to the Stockholder Agreement, each Stockholder has agreed to
tender, upon the request of Vignette (and has agreed not to withdraw), pursuant
to and in accordance with the terms of the Offer, the Shares. In addition, each
Stockholder has agreed, at every OnDisplay stockholders meeting and on every
action or approval by written consent instead of a meeting, to cause the Shares
(i) to be voted in favor of adoption and approval of the Merger Agreement and
approval of the Merger and (ii) not to be voted in favor of the approval of any
Acquisition Proposal (as defined in the Merger Agreement), any reorganization,
recapitalization, liquidation or winding up of OnDisplay, or any other
extraordinary transaction involving OnDisplay or any corporate action, the
consummation of which would frustrate the purposes, or prevent or delay the
consummation of, the Offer, the Merger or any other transactions contemplated
by the Merger Agreement. The Stockholder may vote the Shares on all other
matters. The Stockholder Agreement terminates upon the termination of the
Merger Agreement. As part of the Stockholder Agreement, each Stockholder
delivered an irrevocable proxy to Vignette granting it the right to vote its
shares of OnDisplay common stock in the manner similar to the obligations of
the Stockholder under the Stockholder Agreement described above.
The purpose of the transactions under the Stockholder Agreement are to
enable Vignette and OnDisplay to consummate the transactions contemplated under
the Merger Agreement.
(c) Not applicable.
(d) Upon the acceptance for exchange of shares of OnDisplay common stock
pursuant to the Offer, Vignette will be entitled to designate a number of
directors of OnDisplay, rounded up to the next whole number, that equals the
product of (i) the total number of directors on OnDisplay's board of directors
and (ii) the percentage that the number of shares beneficially owned by
Vignette and Merger Sub bears to the total number of shares of OnDisplay common
stock outstanding. Until the merger has become effective, OnDisplay's board of
directors will consist of at least two members who were directors of OnDisplay
prior to the consummation of the Offer. It is anticipated that upon
consummation of the Merger, the directors of the Surviving Corporation shall be
the current directors of Merger Sub. It is anticipated that the initial
officers of the Surviving Corporation shall be the officers of OnDisplay, until
their respective successors are duly elected or appointed and qualified.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation of
Merger Sub, as in effect immediately prior to the Merger, shall be the
Certificate of Incorporation of the Surviving Corporation until thereafter
amended as provided by Delaware Law and such Certificate of Incorporation. The
name of the Surviving Corporation will be OnDisplay, Inc. Upon consummation of
the Merger, the Bylaws of Merger Sub, as in effect immediately prior to the
Merger, shall be the Bylaws of the Surviving Corporation until thereafter
amended.
(h) - (i) If the Merger is consummated as planned, the OnDisplay common
stock will be deregistered under the Act and cease to be authorized to be
quoted on The Nasdaq National Market.
(j) Other than described above, Vignette currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D (although Vignette reserves the right to develop
such plans).
Page 4 of 6
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References to, and descriptions of, the Merger Agreement and the
Stockholder Agreement as set forth above in this Item 4 are qualified in their
entirety by reference to the copies of the Merger Agreement and the Stockholder
Agreement, respectively, included as Exhibits 1 and 2, respectively, to this
Schedule 13D, and incorporated in this Item 4 in their entirety where such
references and descriptions appear.
Item 5. Interest in Securities of the Issuer.
(a) - (b) As a result of the Stockholder Agreement, Vignette may be deemed
to be the beneficial owner of 8,828,391 shares of OnDisplay common stock. Those
shares of OnDisplay common stock constitute approximately 39% of the issued and
outstanding shares of OnDisplay common stock based on the number of shares of
OnDisplay common stock outstanding as of May 16, 2000 (as represented by
OnDisplay in the Merger Agreement discussed in Items 3 and 4). Vignette may be
deemed to have the shared power to vote the Shares with respect to those
matters described above. However, Vignette (i) is not entitled to any rights as
a stockholder of OnDisplay as to the Shares and (ii) disclaims any beneficial
ownership of the shares of OnDisplay common stock which are covered by the
Stockholder Agreement. Vignette does not have the power to dispose of the
Shares.
(c) To the knowledge of Vignette, no transactions in the class of
securities reported have been effected during the past sixty days by any person
named pursuant to Item 2.
(d) To the knowledge of Vignette, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities of OnDisplay.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
Other than the Merger Agreement and the exhibits thereto, including the
Stockholder Agreement, and as set forth below, to the knowledge of Vignette,
there are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 and between such persons and any person with respect to
any securities of OnDisplay, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangement, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies. Sigma Partners is the beneficial owner
of securities of OnDisplay and of Vignette. John Mandile, a partner of Sigma
Partners, is a director of OnDisplay. Robert Davoli, a partner of Sigma
Partners, is a director of Vignette.
Item 7. Materials to be Filed as Exhibits.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated as of May 21, 2000, by and among
Vignette, Merger Sub and OnDisplay.
2. Stockholder Agreement, dated May 21, 2000, between Vignette and certain
stockholders of OnDisplay.
Page 5 of 6
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 31, 2000
VIGNETTE CORPORATION
By: /s/ Joel G. Katz
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Name: Joel G. Katz
Title: Chief Financial Officer
Page 6 of 6
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF VIGNETTE CORPORATION
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Vignette. Except as indicated below, the business address of each such person
is Vignette Corporation, 901 South Mopac Expressway, Austin, Texas 78746.
BOARD OF DIRECTORS
Name and Business Address Present Principal Occupation
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Gregory A. Peters Chief Executive Officer, President and
Director, Vignette Corporation
Robert E. Davoli General Partner
Sigma Partners Sigma Partners
20 Custom House
Suite 830
Boston, MA 02110
Joseph A. Marengi Senior Vice President
Dell Computer Corporation Dell Computer Corporation
One Dell Way
Bldg 3, Box 3
Round Rock, TX 78682
Steven G. Papermaster Chairman
701 Brazos Powershift Group
Suite 500 Chairman
Austin, TX 78701 Perficient, Inc.
John D. Thornton General Partner
Austin Ventures Austin Ventures
114 West Seventh Street
Suite 1300
Austin, TX 78701
EXECUTIVE OFFICERS OF VIGNETTE
Name Title
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Gregory A. Peters Chief Executive Officer, President, and
Director
William R. Daniel Senior Vice President, Products
Joel G. Katz Chief Financial Officer and Secretary
Laurie Frick Senior Vice President, Marketing
Calvin B. Killen Senior Vice President, Engineering
Philip C. Powers Senior Vice President, Professional Services
Charles W. Sansbury Senior Vice President, Corporate Development
Richard L. Schwartz Vice President, Emerging Technology
Michael J. Vollman Senior Vice President, Sales and Services
