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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 8
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
pcORDER.COM, INC.
(NAME OF THE ISSUER)
pcORDER.COM, INC.
POI ACQUISITION CORP., INC.
(NAMES OF PERSONS FILING STATEMENT)
Class A Common Stock, par value $0.01 per share
(TITLE OF CLASS OF SECURITIES)
70453H 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
Richard Friedman Lance A. Jones, Esq.
Vice President, General Counsel Vice President and General Counsel
and Secretary Trilogy Software, Inc.
pcOrder.com, Inc. 6034 West Courtyard Drive
5001 Plaza on the Lake Austin, Texas 78730
Austin, Texas 78746 (512) 425-3167
(512) 684-1100
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
COPIES TO:
Henry Lesser, Esq. Dennis R. Cassell, Esq.
Gray, Cary, Ware & Freidenrich LLP Haynes and Boone, LLP
400 Hamilton Avenue 7501 N. Capital of Texas Highway
Palo Alto, California 94301-1809 Bldg. A, Suite 130
(650) 833-2425 Austin, Texas 78731
(512) 692-8388
THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
A. [_] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT SUBJECT
TO REGULATION 14A (SS.SS.240.14A-1 THROUGH 240.14B-2), REGULATION 14C
(SS.SS.240.14C-1 THROUGH 240.14C-101) OR RULE 13E-3(C) (SS.240.13E-3(C)) UNDER
THE SECURITIES EXCHANGE ACT OF 1934 ("THE ACT").
B. [_] THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
C. [X] A TENDER OFFER.
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D. [_] NONE OF THE ABOVE.
CHECK THE FOLLOWING BOX IF THE SOLICITING MATERIALS OR INFORMATION STATEMENT
REFERRED TO IN CHECKING BOX (A) ARE PRELIMINARY COPIES: [_]
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS
OF THE TRANSACTION: [_]
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This Amendment No. 8 to the Transaction Statement on Schedule 13E-3
initially filed with the Securities and Exchange Commission on November 17,
2000, as previously amended (the "Schedule 13E-3"), by pcOrder.com, Inc., a
Delaware corporation ("pcORDER"), and POI Acquisition Corp., Inc., a Delaware
corporation ("POI ACQUISITION CORP.") which is a wholly-owned subsidiary of
Trilogy Software, Inc., a Delaware corporation ("TRILOGY"), relates to the
tender offer by Trilogy to purchase any and all of the issued and outstanding
shares of Class A common stock, par value $0.01 per share (the "COMMON STOCK" or
the "SHARES"), of pcOrder, at a purchase price of $6.375 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 6, 2000 (the
"INITIAL OFFER TO PURCHASE"), which was previously filed as Exhibit (a)(1)(A) to
the Schedule 13E-3, the first Supplement to the Offer to Purchase dated November
17, 2000 ("SUPPLEMENT NO. 1"), a copy of which was previously filed as Exhibit
(a)(1)(Y) to the Schedule 13E-3, Supplement No. 2 to the Offer to Purchase dated
November 20, 2000 ("SUPPLEMENT NO. 2"), a copy of which was previously filed as
Exhibit (a)(1)(DD) to the Schedule 13E-3, Supplement No. 3 to the Offer to
Purchase dated December 7, 2000 ("SUPPLEMENT NO. 3"), a copy of which was
previously filed as Exhibit (a)(1)(MM) to the Schedule 13E-3 (the Initial Offer
to Purchase, Supplement No. 1, Supplement No. 2 and Supplement No. 3, each as
amended or supplemented from time to time, are together referred to herein as
the "OFFER TO PURCHASE"), and in the related Letter of Transmittal, which was
previously filed as Exhibit (a)(1)(C) to the Schedule 13E-3 (which, together
with the Offer to Purchase, as amended or supplemented from time to time,
constitute the "OFFER").
The information in the Offer, as amended hereby, including all schedules
and annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of the Schedule 13E-3, as amended hereby.
Capitalized terms used and not otherwise defined herein have the meaning
given those terms in the Offer to Purchase.
This Amendment No. 8 is being filed for the following purposes:
(1) to reference the information set forth under the caption "Item 15.
Additional Information;" and
(2) to reflect the addition of certain Exhibits (see Item 16).
ITEM 15. ADDITIONAL INFORMATION.
The information set forth in the Schedule 13E-3 under the caption "Item 15.
Additional Information" and set forth in the Offer to Purchase is hereby amended
and supplemented as follows:
The information set forth in the joint press release of pcOrder and
Trilogy, dated December 21, 2000, filed as an Exhibit to this Amendment No. 8
(see Item 16), is incorporated herein by reference.
On December 20, 2000, Trilogy, Sub and prOrder entered into a waiver
regarding the Merger Agreement (the "Waiver"). In the Waiver, pcOrder waived the
requirement in the Merger Agreement that payments to be made in connection with
the Merger to certain holders of options to purchase Class A Common Stock be
made by the Paying Agent in consideration of Trilogy agreeing that, as soon as
practicable after the Effective Time, Trilogy will make such payments directly,
or cause the Surviving Corporation to make such payments.
On December 20, 2000, after the successful completion of the Tender Offer
and prior to the closing of the Merger, and in order to preserve pcOrder's cash
for use in pcOrder's business operations, Trilogy determined to forgive
approximately $7,250,000 in intercompany accounts payable owed to Trilogy by
pcOrder.
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ITEM 16. EXHIBITS.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by the
addition of the following exhibits:
(a)(1)(UU) Joint Press Release, dated December 21, 2000, of pcOrder.com,
Inc. and Trilogy Software, Inc.
(d)(1)(E) Waiver Regarding Agreement and Plan of Merger, dated as of
December 20, 2000, by and among Trilogy Software, Inc., POI Acquisition Corp.,
Inc. and pcOrder.com, Inc.
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SIGNATURES
After due inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
pcOrder.com, Inc.
By: /s/ Dennis R. Cassell
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Dennis R. Cassell
Secretary
POI Acquisition Corp., Inc.
By: /s/ Dennis R. Cassell
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Dennis R. Cassell
Secretary
Date: December 21, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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The Exhibit Index of the Schedule 13E-3 is hereby amended and supplemented by
the addition of the following exhibits:
(a)(1)(UU) Joint Press Release, dated December 21, 2000, of pcOrder.com, Inc.
and Trilogy Software, Inc.
(d)(1)(E) Waiver Regarding Agreement and Plan of Merger, dated as of December
20, 2000, by and among Trilogy Software, Inc., POI Acquisition
Corp., Inc. and pcOrder.com, Inc.
