SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SOFTWORKS, INC.
(Name of Subject Company)
EAGLE MERGER CORP.
EMC CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
83404P102
(CUSIP NUMBER OF CLASS OF SECURITIES)
PAUL T. DACIER, ESQ.
EMC CORPORATION
35 PARKWOOD DRIVE
HOPKINTON, MASSACHUSETTS 01748
TELEPHONE: (508) 435-1000
FACSIMILE: (508) 497-6915
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
MARGARET A. BROWN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
TELEPHONE: (617) 573-4800
FACSIMILE: (617) 573-4822
_______________
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $210,643,250 AMOUNT OF FILING FEE $42,129
* Estimated for purposes of calculating the amount of the filing fee
only. The filing fee calculation assumes the purchase of all
outstanding shares of common stock, $0.001 par value per share (the
"Shares"), of Softworks, Inc. at a price of $10.00 per Share in cash,
without interest (the "Offer Price"). The filing fee calculation is
based on the 17,373,191 Shares outstanding as of December 20, 1999,
and assumes that all vested options were exercised prior to the
expiration of the tender offer. There are 3,691,134 vested options.
The amount of the filing fee, calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate 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: $38,262
Form or Registration No.: Schedule 14D-1
Filing Party: Eagle Merger Corp.
EMC Corporation
Date Filed: December 23, 1999.
This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
amends and supplements the Tender Offer Statement on Schedule 14D-1
originally filed on December 23, 1999 (the "Schedule 14D-1") by EMC
Corporation, a Massachusetts corporation ("Parent"), and Eagle Merger
Corp., a Delaware corporation and a wholly owned subsidiary of Parent
("Purchaser"), with respect to Purchaser's offer to purchase all of the
outstanding shares of common stock, par value $0.001 per share (the
"Shares"), of Softworks, Inc., a Delaware corporation (the "Company"), at
$10.00 per Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase,
dated December 23, 1999 (the "Offer to Purchase") and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"), which were filed as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D-1. Unless otherwise defined herein, all
capitalized terms used herein have the respective meanings given to such
terms in the Schedule 14D-1. A revision to the filing fee calculation is
included on the cover page.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented to include the following
information:
On January 25, 2000, Purchaser accepted for purchase and payment,
pursuant to its tender offer for all of the outstanding Shares at $10.00
per Share net to the seller in cash, all Shares which were validly tendered
and not withdrawn as of the expiration of its tender offer at 5:00 p.m.,
New York City time, on January 25, 2000. Purchaser believes that
approximately 18,382,028 Shares (including those Shares tendered pursuant
to guaranteed delivery procedures), or 99.2% of the total issued and
outstanding Shares, were validly tendered pursuant to the tender offer and
not withdrawn.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
Exhibit (a)(10). Press Release dated January 25, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: January 26, 2000
EAGLE MERGER CORP.
By: /s/ Paul T. Dacier
------------------------------
Name: Paul T. Dacier
Title: Secretary
EMC CORPORATION
By: /s/ Paul T. Dacier
-------------------------------
Name: Paul T. Dacier
Title: Vice President and
General Counsel
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
(a)(10) Press Release dated January 25, 2000.
Exhibit (a)(10)
[Press release]
For Immediate Release Contact: Mark Fredrickson
508-435-1000 (Ext. 77137)
[email protected]
EMC COMPLETES TENDER OFFER FOR
SOFTWORKS, INC.
HOPKINTON, Mass. -- January 25, 2000 -- EMC Corporation, the world's
leading provider of enterprise storage systems, software and services,
announced today that it has accepted for purchase and payment all shares of
common stock of Softworks, Inc. that were validly tendered and not
withdrawn as of 5:00 p.m. EST on January 25, 2000. Approximately 18,382,028
shares, or 99.2% of the total issued and outstanding Softworks shares,
were validly tendered and not withdrawn.
On December 21, 1999, EMC announced a definitive agreement to acquire
publicly held Softworks, Inc. of Alexandria, Va., in a cash transaction.
Under the agreement, EMC offered to purchase, through a cash tender offer,
all outstanding shares of Softworks stock for $10 per share.
The acquisition is expected to be completed on January 27, 2000. In
connection with the merger, Softworks stockholders who did not tender their
shares, and who do not seek appraisal of their shares under applicable
provisions of Delaware law, will have their shares converted into the
right to receive $10.00 per share net in cash upon presentation of share
certificates to State Street Bank and Trust Company.
Storage management, built around the new EMC ControlCenter framework,
represents the fastest-growing portion of EMC's software business.
Softworks' products are key enablers for customers in both mainframe and
open systems environments and are expected to accelerate EMC's time to
market in several new and emerging areas of storage management software.
EMC Corporation, a FORTUNE 500 company based in Hopkinton, Massachusetts,
is the world's technology and market leader in the rapidly growing market
for intelligent enterprise storage systems, software, networks, and
services. The company's products store, retrieve, manage, protect and share
information from all major computing environments, including Unix, Windows
NT, Linux and mainframe platforms. The company has offices worldwide,
trades on the New York Stock Exchange under the symbol EMC, and is a
component of the S&P 500 Index. For further information about EMC and its
storage solutions, EMC's corporate web site can be accessed at
http://www.EMC.com.
###
EMC is a registered trademark and EMC ControlCenter is a trademark of EMC
Corporation. Other trademarks are the property of their respective owners.
This release contains "forward-looking statements." Actual results
could differ materially from those projected in the forward-looking
statements as a result of certain risk factors, including but not
limited to: (i) component quality and availability; (ii) delays in the
development of new technology and the transition to new products; (iii)
competitive factors, including but not limited to pricing pressures, in
the computer storage and server markets; (iv) the relative and varying
rates of product price and component cost declines; (v) economic trends
in various geographic markets and fluctuating currency exchange rates;
(vi) deterioration or termination of the agreements with certain of the
Company's resellers or OEMs; (vii) the uneven pattern of quarterly
sales; (viii) risks associated with strategic investments and
acquisitions; (ix) Year 2000 issues; and (x) other one-time events and
other important factors disclosed previously and from time to time in
EMC's filings with the U.S. Securities and Exchange Commission.
