<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
pcOrder.com, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
70453H10-7
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(CUSIP Number)
Dennis R. Cassell, Esq.
Haynes and Boone, LLP
7501 N. Capital of Texas Highway
Suite A130
Austin, Texas 78731
(512) 692-8388
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 20, 2000
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(Date of Event which Requires Filing of this Statement)
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
schedule because of (S)(S)240.13d-1(e), (f) or (g), check the following box:
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 70453H10-7 PAGE 2 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trilogy Software, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_] N/A
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
100%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 70453H10-7 PAGE 3 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trilogy, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,000(1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,000(1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_] N/A
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
100%(1)
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TYPE OF REPORTING PERSON*
14
CO
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(1) The shares of Class A Common Stock of pcOrder.com, Inc. are registered in
the name of Trilogy Software, Inc. Trilogy, Inc. is the parent of Trilogy
Software, Inc.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 70453H10-7 PAGE 4 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph A. Liemandt
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,000(1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,000(1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_] N/A
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
100%(1)
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TYPE OF REPORTING PERSON*
14
IN
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(1) The shares of Class A Common Stock of pcOrder.com, Inc. are registered in
the name of Trilogy Software, Inc. Mr. Liemandt is Chairman of the Board
of Directors, President and Chief Executive Officer of each of Trilogy
Software, Inc. and Trilogy, Inc. Trilogy, Inc. is the parent of Trilogy
Software, Inc. Mr. Liemandt is a majority stockholder of Trilogy, Inc.
Through his ownership of securities of Trilogy, Inc., Mr. Liemandt has the
right to cause to be elected a majority of the Board of Directors of
Trilogy Software, Inc. As a result, Mr. Liemandt may, under the rules of
the Securities and Exchange Commission, be deemed to be the beneficial
owner of the shares of Class A Common Stock of pcOrder.com, Inc.
beneficially owned by Trilogy Software, Inc. Mr. Liemandt disclaims
beneficial ownership of the shares of Class A Common Stock reported as
beneficially owned by him.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement on Schedule 13D (this "Statement") relates to the acquisition
by Trilogy Software, Inc. ("Trilogy") of all the outstanding shares of Class A
common stock, par value $0.01 per share (the "Shares"), of pcOrder.com, Inc.
("pcOrder") upon the terms and conditions set forth in an Agreement and Plan of
Merger, dated as of October 25, 2000 (the "Merger Agreement"), by and among
Trilogy, POI Acquisition Corp., Inc., a wholly-owned subsidiary of Trilogy
formed to effect the transactions contemplated by the Merger Agreement ("Sub"),
and pcOrder. Pursuant to the Merger Agreement, on November 6, 2000, Trilogy
commenced a tender offer to buy any and all outstanding Shares (the "Tender
Offer") at a cash price of $6.375 per Share.
Trilogy and pcOrder filed with the Securities and Exchange Commission a Tender
Offer Statement on Schedule TO dated November 6, 2000 (as thereafter amended,
the "Schedule TO"), which contained Trilogy's Offer to Purchase dated November
6, 2000 (the "Initial Offer to Purchase"), a copy of which was filed as Exhibit
(a)(1)(A) to the Schedule TO. The Initial Offer to Purchase was supplemented by
(i) Supplement to the Offer to Purchase dated November 17, 2000 ("Supplement
No. 1"), a copy of which was filed as Exhibit (a)(1)(Y) to the Schedule TO, (ii)
Supplement No. 2 to the Offer to Purchase dated November 20, 2000 ("Supplement
No. 2"), a copy of which was filed as Exhibit (a)(1)(DD) to the Schedule TO, and
(iii) Supplement No. 3 to the Offer to Purchase dated December 7, 2000
("Supplement No. 3"), a copy of which was filed as Exhibit (a)(1)(MM) to the
Schedule TO (the Initial Offer to Purchase, Supplement No. 1, Supplement No. 2
and Supplement No. 3 are together referred to in this Statement as the "Offer to
Purchase"). The Offer to Purchase and the related Letter of Transmittal, a copy
of which was filed as Exhibit (a)(1)(C) to the Schedule TO are referred to in
this Statement as the "Offer".
On December 19, 2000, Trilogy converted 10,316,620 shares of Class B common
stock of pcOrder on a share-for-share basis into Shares. At Trilogy's
direction, the 10,316,620 Shares were registered in the name of Sub. On December
20, 2000, and after giving effect to completed guaranteed deliveries, Trilogy
purchased 5,062,015 Shares in the Tender Offer. At Trilogy's direction, the
5,062,015 Shares were registered in the name of Sub.
On December 20, 2000, after Trilogy's acceptance of the Shares tendered
pursuant to the Offer, Sub was merged with and into pcOrder pursuant to the
Merger Agreement (the "Merger"), with pcOrder as the surviving corporation and
Sub thereby ceasing to exist as a separate entity. Each Share of pcOrder
outstanding at the time of the Merger, other than those held by Trilogy, Sub or
pcOrder, was converted into the right to receive $6.375 per Share in cash. Each
Share of pcOrder held by Trilogy, Sub or pcOrder, was cancelled in the Merger.
The outstanding shares of Sub held by Trilogy were converted into 1,000 Shares
of pcOrder, with pcOrder thereby becoming a wholly-owned subsidiary of Trilogy.
Item 1. Security and Issuer.
This Statement relates to the Shares of Class A common stock, $0.01 par value
per share, of pcOrder.com, Inc., a Delaware corporation (the "Issuer" or
"pcOrder"). The address of the principal executive offices of the Issuer is
5001 Plaza on the Lake, Austin, Texas 78746.
<PAGE>
Item 2. Identity and Background.
(a), (b) and (c). The persons filing this Statement are Trilogy Software,
Inc., a Delaware corporation ("Trilogy"), Trilogy, Inc., a Delaware corporation,
and Joseph A. Liemandt (collectively, the "Trilogy Reporting Group").
The principal business address and principal office address of each member of
the Trilogy Reporting Group is 6034 West Courtyard Drive, Austin, Texas 78730.
The principal business of Trilogy is sales, marketing and business-to-
business e-commerce applications. Trilogy, Inc. is the parent holding company
of Trilogy.
The information set forth under the caption "1. Directors and Executive
Officers of Trilogy" in "Schedule I - Information Concerning the Directors and
Executive Officers of Trilogy, Sub, and pcOrder" in the Offer to Purchase is
incorporated herein by reference. The directors of Trilogy, Inc. are the same
individuals as the directors of Trilogy, the executive officers of Trilogy, Inc.
are Ajay Agarwal, Vice President; Thomas J. Carter, III, Vice President; Dennis
R. Cassell, Secretary; Lance A. Jones, Assistant Secretary, Vice President and
General Counsel; T. Patrick Kelly, Vice President and Chief Financial Officer;
Joseph A. Liemandt, Chairman of the Board, President and Chief Executive
Officer; Greg B. Petersen, Treasurer; and John D. Price, Vice President.
The Trilogy Reporting Group may be deemed to be a "group" for the purposes of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder (the "Act"), although each reporting person expressly disclaims any
assertion or presumption that it and the other persons on whose behalf this
Statement is filed constitute a "group." The filing of this Statement and the
Agreement Relating to Joint Filing of Schedule 13D attached hereto as Exhibit 1
hereto should not be construed to be an admission that any member of the Trilogy
Reporting Group is a member of a "group" for the purposes of Sections 13(d) and
13(g) of the Act.
(d) and (e). During the past five years, none of the Trilogy Reporting Group
or any other person named in this Item 2 have been convicted in a criminal
proceeding or been a party to a civil proceeding, in either case of the type
specified in Items 2(d) or (e) of Schedule 13D.
(f). All of the natural persons named in this Item 2 are citizens of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
The acquisition in the Offer and the Merger of all of the 6,281,830
outstanding Shares and the payment of related fees and expenses required
approximately $49,000,000 and was obtained from the existing resources of
Trilogy, including internally generated funds of Trilogy and its subsidiaries.
Item 4. Purpose of Transaction.
The information set forth under the captions "Special Factors - Position of
Trilogy Regarding the Fairness of the Offer and the Merger;" "Special Factors -
Purpose and Structure of the Offer and the Merger; Reasons of Trilogy for the
Offer and the Merger;" "Special Factors - Plans for pcOrder After the Offer and
the Merger; Certain Effects of the Offer;" "Special Factors - The Merger
Agreement;" and "Introduction" in the Offer to Purchase is incorporated herein
by reference.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a). Pursuant to that certain Joint Filing Agreement, entered into by and
among Trilogy, Trilogy, Inc. and Mr. Liemandt, dated as of December 28, 2000,
attached hereto as Exhibit 1, each member of the Trilogy Reporting Group may be
deemed to beneficially own the 1,000 Shares of pcOrder now outstanding (which is
100% of the outstanding Shares).
<TABLE>
<CAPTION>
(b). Sole Shared Sole Shared
Voting Voting Dispositive Dispositive
Power Power Power Power
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<S> <C> <C> <C> <C>
Trilogy Software, Inc. 0 1,000 0 1,000
Trilogy, Inc. 0 1,000 0 1,000
Joseph A. Liemandt 0 1,000 0 1,000
</TABLE>
(c). Except for (i) the acquisition of Shares by Trilogy in the Tender Offer;
(ii) the conversion of outstanding Shares in the Merger into the right to
receive $6.375 per Share in cash; (iii) the conversion by Trilogy of shares of
pcOrder's Class B common stock into Shares, as described above; (iv) the
contribution of Shares by Trilogy to Sub, as described above; (v) the treatment
of outstanding options to purchase Shares described under the caption "Special
Factors - The Merger Agreement - Treatment of Options and ESPP" in the Offer to
Purchase, which information is incorporated herein by reference; (vi) the
information set forth under "Special Factors - Transactions and Arrangements
Concerning the Shares" in the Offer to Purchase (including Schedule II to the
Offer to Purchase), which information is incorporated herein by reference; and
(vii) the information set forth with respect to Mr. Liemandt under the caption
"Special Factors - Interests of Certain Persons in the Offer and the Merger -
Allocation of Merger Consideration Among Executive Officers and Directors" in
the Offer to Purchase, which information is incorporated herein by reference,
there have been no transactions in the Shares effected during the past 60 days
by any of the persons named in Item 2 to this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as set forth in Item 5 of this Statement, there are no contracts,
arrangements, understandings or relationships of the type described in Item 6 of
Schedule 13D among the persons named in Item 2 to this Statement and between
such persons and any person with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement dated as of December 28, 2000, by and among
Trilogy Software, Inc., Trilogy, Inc. and Joseph A. Liemandt.
Exhibit 2 Offer to Purchase Any and All Outstanding Shares of Class A Common
Stock of pcOrder.com, Inc. by Trilogy Software, Inc., dated November
6, 2000. (Incorporated by reference to Exhibit (a)(1)(A) to the Tender
Offer Statement on Schedule TO filed by Trilogy Software, Inc. and
pcOrder.com, Inc. on November 6, 2000 (as amended, the "Schedule
TO").)
Exhibit 3 Supplement No. 1 to Offer to Purchase dated November 17, 2000.
(Incorporated by reference to Exhibit (a)(1)(Y) to the Schedule TO.)
<PAGE>
Exhibit 4 Supplement No. 2 to Offer to Purchase dated November 20, 2000.
(Incorporated by reference to Exhibit (a)(1)(DD) to the Schedule TO.)
Exhibit 5 Supplement No. 3 to Offer to Purchase dated December 7, 2000.
(Incorporated by reference to Exhibit (a)(1)(MM) to the Schedule TO.)
Exhibit 6 Agreement and Plan of Merger dated as of October 25, 2000, by and
among Trilogy Software, Inc., POI Acquisition Corp., Inc. and
pcOrder.com, Inc. (Included as Annex A to the Offer to Purchase filed
as Exhibit 2.)
Exhibit 7 Form of Option Settlement Agreement by and among pcOrder.com, Inc.,
Trilogy Software, Inc. and holders of options to purchase shares of
Class A common stock of pcOrder.com, Inc. (Incorporated by reference
to Exhibit (d)(1)(B) to the Schedule TO.)
Exhibit 8 Form of Option Settlement Agreement by and among pcOrder.com, Inc.,
Trilogy Software, Inc. and employees of Trilogy Software, Inc. that
are holders of options to purchase shares of Class A common stock of
pcOrder.com, Inc. (Incorporated by reference to Exhibit (d)(1)(C) to
the Schedule TO.)
Exhibit 9 Form of Option Relinquishment and Release Agreement by and between
Trilogy Software, Inc. and holders of options to purchase shares of
Class A common stock of pcOrder.com, Inc. from Trilogy Software, Inc.
(Incorporated by reference to Exhibit (d)(1)(D) to the Schedule TO.)
<PAGE>
SIGNATURE
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 correct.
Date: December 28, 2000
TRILOGY SOFTWARE, INC.
By: /s/ JOSEPH A. LIEMANDT
---------------------------------------
Joseph A. Liemandt
President and Chief Executive Officer
TRILOGY, INC.
By: /s/ JOSEPH A. LIEMANDT
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Joseph A. Liemandt
President and Chief Executive Officer
/s/ JOSEPH A. LIEMANDT
---------------------------------------
Joseph A. Liemandt
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 1 Joint Filing Agreement, dated as of December 28, 2000, entered into
by and among Trilogy Software, Inc., Trilogy, Inc. and Joseph A.
Liemandt.
Exhibit 2 Offer to Purchase Any and All Outstanding Shares of Class A Common
Stock of pcOrder.com, Inc. by Trilogy Software, Inc., dated
November 6, 2000. (Incorporated by reference to Exhibit (a)(1)(A)
to Tender Offer Statement on Schedule TO filed by Trilogy Software,
Inc. and pcOrder.com, Inc. on November 6, 2000 (as amended, the
"Schedule TO").)
Exhibit 3 Supplement No. 1 to Offer to Purchase dated November 17, 2000.
(Incorporated by reference to Exhibit (a)(1)(Y) to the Schedule
TO.)
Exhibit 4 Supplement No. 2 to Offer to Purchase dated November 20, 2000.
(Incorporated by reference to Exhibit (a)(1)(DD) to the Schedule
TO.)
Exhibit 5 Supplement No. 3 to Offer to Purchase dated December 7, 2000.
(Incorporated by reference to Exhibit (a)(1)(MM) to the Schedule
TO.)
Exhibit 6 Agreement and Plan of Merger dated as of October 25, 2000, by and
among Trilogy Software, Inc., POI Acquisition Corp., Inc. and
pcOrder.com, Inc. (Included as Annex A to the Offer to Purchase
filed as Exhibit 2.)
Exhibit 7 Form of Option Settlement Agreement by and among pcOrder.com, Inc.,
Trilogy Software, Inc. and holders of options to purchase shares of
Class A common stock of pcOrder.com, Inc. (Incorporated by
reference to Exhibit (d)(1)(B) to the Schedule TO.)
Exhibit 8 Form of Option Settlement Agreement by and among pcOrder.com, Inc.,
Trilogy Software, Inc. and employees of Trilogy Software, Inc. that
are holders of options to purchase shares of Class A common stock
of pcOrder.com, Inc. (Incorporated by reference to Exhibit
(d)(1)(C) to the Schedule TO.)
Exhibit 9 Form of Option Relinquishment and Release Agreement by and between
Trilogy Software, Inc. and holders of options to purchase shares of
Class A common stock of pcOrder.com, Inc. from Trilogy Software,
Inc. (Incorporated by reference to Exhibit (d)(1)(D) to the
Schedule TO.)
