<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ONDISPLAY, INC.
(Name of Subject Company)
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WHEELS ACQUISITION CORP.
VIGNETTE CORPORATION
(Name of Filing Person- Offeror)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
68232l00
(CUSIP Number of Securities)
DAVID BRODSKY
VIGNETTE CORPORATION
901 SOUTH MOPAC EXPRESSWAY
AUSTIN, TEXAS 78746
(512) 306-4300
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(Name, address, including zip code, and telephone number OF Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
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Copies to:
DAVID W. FERGUSON
DAVIS POLK & WARDWELL
1600 EL CAMINO REAL
MENLO PARK, CA 94025
(650) 752-2000
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CALCULATION OF FILING FEE
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Amount of
Transaction Valuation* Filing Fee**
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$1,098,106,900 $219,621.38
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* Estimated for purposes of calculating the amount of the filing fee only in
accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange
Act of 1934, based upon (a) $43.45, the average of the high and low
price per share of OnDisplay, Inc. common stock on May 26, 2000 as reported
on the NASDAQ National Market multiplied by (b) 25,272,886, representing the
aggregate number of shares of OnDisplay, Inc. common stock outstanding on
May 31, 2000, assuming the exercise of all options to purchase OnDisplay,
Inc. common stock expected to be outstanding and exercisable prior to the
date the offer is expected to be consummated.
** One-fiftieth of 1% of the value of the transaction.
[X] Check the 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: $289,900.22 Filing Party: Vignette Corporation
Form or Registration No.: Form S-4 Date Filed: June 2, 2000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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This Tender Offer Statement on Schedule TO relates to the offer (the "Offer")
by Vignette Corporation, a Delaware corporation ("Vignette"), through its wholly
owned subsidiary, Wheels Acquisition Corp., a Delaware corporation ("Wheels"),
to exchange each issued and outstanding share of common stock, par value $.001
per share (the "OnDisplay Shares") of OnDisplay, Inc., a Delaware corporation
("OnDisplay"), for shares of common stock, par value $.01 per share (the
"Vignette Shares"), of Vignette based on the exchange ratio described in the
Prospectus referenced below.
The Offer is made pursuant to an Agreement and Plan of Merger, dated as of May
21, 2000, by and among Vignette, Wheels and OnDisplay which contemplates the
merger of Wheels into OnDisplay (the "Merger"). Vignette has filed a
registration statement with the Securities and Exchange Commission on Form S-4
relating to the Vignette Shares to be issued to stockholders of OnDisplay in the
Offer and the Merger (the "Registration Statement"). The terms and conditions
of the Offer and the Merger are set forth in the prospectus which is a part of
the Registration Statement (the "Prospectus"), and the related Letter of
Transmittal, which are Exhibits (a) (1) and (a) (2) hereto.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other supplement thereto related
to the Offer hereafter filed with the Securities and Exchange Commission by
Vignette, is hereby incorporated by reference in answer to Items 2 through 11 of
this Schedule TO.
ITEM 1. SUMMARY TERM SHEET
Information is disclosed to security holders in a prospectus meeting the
requirements Rule 421(d) of the Securities Act of 1933.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c) During the last five years, none of Vignette, Wheels or, to the best of
their knowledge, any of the persons listed on Schedule I hereto (which is hereby
incorporated into this Schedule TO) (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgement, decree
or final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.
ITEM 12. EXHIBITS.
(a) (1) Prospectus relating to Vignette Shares to be issued in the Offer and
the Merger (incorporated by reference from Vignette's Registration
Statement on Form S-4 filed on June 2, 2000).
(a) (2) Form of Letter of Transmittal (incorporated by reference to exhibit
99(a) to Vignette's Registration Statement on Form S-4 filed on June
2, 2000).
(a) (3) Form of Notice of Guaranteed Delivery (incorporated by reference to
exhibit 99(b) to Vignette's Registration Statement on Form S-4 filed
on June 2, 2000).
(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to exhibit
99(c) to Vignette's Registration Statement on Form S-4 filed on June
2, 2000).
(a) (5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference
to exhibit 99(d) to Vignette's Registration Statement on Form S-4
filed on June 2, 2000).
(a) (6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to exhibit 99(f) to
Vignettes's Registration Statement on Form S-4 filed on June 2, 2000).
(a) (7) Letter to Stockholders of OnDisplay (incorporated by reference to
exhibit 99(e) to Vignette's Registration Statement on Form S-4 filed
on June 2, 2000).
(d) (1) Agreement and Plan of Merger, dated as of May 21, 2000, by and among
Vignette, OnDisplay and Wheels Acquisition Corp. (incorporated by
reference to exhibit 2(a) to Vignette's Registration Statement on Form
S-4 filed on June 2, 2000).
(d) (2) Stockholder Agreement dated as of May 21, 2000, between Vignette and
the stockholders listed on the signature page thereto (incorporated
by reference to Exhibit 2(b) to Vignette's Registration Statement on
Form S-4 filed on June 2, 2000).
(h) (1) Opinion of Davis Polk & Wardwell regarding material federal income tax
consequences of the offer and the merger (incorporated by reference to
exhibit 8 of Vignette's Registration Statement on Form S-4 filed on
June 2, 2000).
2
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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.
Dated: June 2, 2000
WHEELS ACQUISITION CORP.
By: /s/ Joel G. Katz
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Name: Joel G. Katz
Title: President and Assistant Secretary
VIGNETTE CORPORATION
By: /s/ Joel G. Katz
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Name: Joel G. Katz
Title: Chief Financial Officer
3
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME
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(a) (1) Prospectus relating to Vignette Shares to be issued in the Offer and
the Merger (incorporated by reference from Vignette's Registration
Statement on Form S-4 filed on June 2, 2000).
(a) (2) Form of Letter of Transmittal (incorporated by reference to exhibit
99(a) to Vignette's Registration Statement on Form S-4 filed on June
2, 2000).
(a) (3) Form of Notice of Guaranteed Delivery (incorporated by reference to
exhibit 99(b) to Vignette's Registration Statement on Form S-4 filed
on June 2, 2000).
(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to exhibit
99(c) to Vignette's Registration Statement on Form S-4 filed on June
2, 2000).
(a) (5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference
to exhibit 99(d) to Vignette's Registration Statement on Form S-4
filed on June 2, 2000).
(a) (6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to exhibit 99(f) to
Vignettes's Registration Statement on Form S-4 filed on June 2, 2000).
(a) (7) Letter to Stockholders of OnDisplay (incorporated by reference to
exhibit 99(e) to Vignette's Registration Statement on Form S-4 filed
on June 2, 2000).
(d) (1) Agreement and Plan of Merger, dated as of May 21, 2000, by and among
Vignette, OnDisplay and Wheels Acquisition Corp. (incorporated by
reference to exhibit 2(a) to Vignette's Registration Statement on Form
S-4 filed on June 2, 2000).
(d) (2) Stockholder Agreement dated as of May 21, 2000, between Vignette and
the stockholders listed on the signature page thereto (incorporated
by reference to Exhibit 2(b) to Vignette's Registration Statement on
Form S-4 filed on June 2, 2000).
(h) (1) Opinion of Davis Polk & Wardwell regarding material federal income tax
consequences of the offer and the merger (incorporated by reference to
exhibit 8 of Vignette's Registration Statement on Form S-4 filed on
June 2, 2000).
4
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF VIGNETTE CORPORATION
The following table sets forth the name, business address and present
principal occupation or employent 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
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation
-------------------------------------- ------------------------------------
<S> <C>
Gregory A. Peters Chief Executive Officer, President
and Director, Vignette Corporation
Robert E. Davoli General Partner
Sigma Partners Sigma Partners
20 Custom House Street
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
</TABLE>
EXECUTIVE OFFICERS OF VIGNETTE
<TABLE>
<CAPTION>
Name Title
-------------------------------------- ------------------------------------
<S> <C>
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
</TABLE>
