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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
To
SCHEDULE 14D-1
Tender Offer Statement Pursuant To Section
14 (d)(1) of The Securities Exchange Act of 1934
SEAGATE SOFTWARE, INC.
(Name of Subject Company)
SEAGATE TECHNOLOGY, INC.
(Bidder)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
811804 103
(CUSIP Number of Class of Securities)
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Donald L. Waite
Executive Vice President
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95067
(831) 438-6550
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copy to:
Larry W. Sonsini, Esq.
John T. Sheridan, Esq.
Wilson, Sonsini, Goodrich & Rosati
A Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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Seagate Technology, Inc., a Delaware corporation ("STI"), hereby amends and
supplements its Tender Offer Statement on Schedule 14D-1 filed on April 21,
1999 (the "Statement"), with respect to the offer by STI to acquire all
outstanding shares of Common Stock, par value $.001 per share, of Seagate
Software, Inc. ("Seagate Software") at the exchange rate set forth in the
Offering Circular/Prospectus included as Exhibit (a)(1) to the Statement (the
"Exchange Offer").
ITEM 10. Additional Information.
Item 10(f) of the Statement is hereby amended and supplemented by the
following:
On June 1, 1999, STI issued a press release, a copy of which is attached
hereto as Exhibit (a)(8) and is incorporated herein by reference, relating to
the extension of the Exchange Offer until 12:00 midnight, New York City time,
on June 9, 1999, unless further extended.
Seagate Software also modified a payment option available to Seagate
Software option holders who wish to exercise their options and exchange their
shares of Seagate Software Common Stock for shares of STI Common Stock in the
Exchange Offer. A notice describing the modification of payment method is being
sent to all potential participants in the Exchange Offer. A copy of the notice
is attached hereto as Exhibit (a)(9).
ITEM 11. Material to be Filed as Exhibits
(a)(8) Press Release dated June 1, 1999.
(a)(9) Notice to Seagate Software, Inc. Shareholders and Optionholders
Regarding Seagate Technology, Inc. Stock Exchange Offer dated June 1, 1999.
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.
SEAGATE TECHNOLOGY, INC.
/s/ Donald L. Waite
By: _________________________________
Name: Donald L. Waite
Title: Executive Vice President,
Chief Administrative Officer
and Assistant Secretary
Dated: June 1, 1999
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EXHIBIT 99.(A)(8)
PRESS RELEASE
SEAGATE TECHNOLOGY ANNOUNCES EXTENSION OF EXCHANGE OFFER FOR SEAGATE SOFTWARE
COMMON STOCK
SEAGATE TECHNOLOGY, INC. (NYSE: SEG) today announced it has extended its offer
to acquire from Seagate Software stockholders all outstanding shares of
Seagate Software Common Stock in exchange for shares of Seagate Technology
Common Stock. The offer, commenced on April 23, 1999, is now scheduled to
expire at 12:00 midnight, New York City time, on June 9, 1999 unless extended.
As of 5:00 p.m., New York City time, May 28, 1999, 392,318 shares of Seagate
Software Common Stock have been validly tendered into the exchange offer.
These 392,318 shares of Seagate Software Common Stock would exchange into
666,548 shares of Seagate Technology Common Stock. Seagate Technology
anticipates that additional eligible participants in the exchange offer may
tender a significant number of additional Seagate Software shares prior to the
expiration of the exchange offer.
For further information, contact:
Bill Rowley
Director of Investor Relations
Seagate Technology, Inc.
Voice: (831) 439-2371
Fax: (831) 438-2631
Email: [email protected]
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EXHIBIT 99.(A)(9)
June 1, 1999
NOTICE TO SEAGATE SOFTWARE, INC. SHAREHOLDERS AND OPTIONHOLDERS REGARDING
SEAGATE TECHNOLOGY, INC. STOCK EXCHANGE OFFER
Dear Seagate Software Stockholders and Optionees:
Seagate Technology, Inc. ("STI") announced on June 1, 1999 that it has
extended its offer to acquire from Seagate Software stockholders all
outstanding shares of Seagate Software Common Stock in exchange for shares of
STI Common Stock (the "STI Exchange Offer") to 12:00 midnight, New York City
time, June 9, 1999 unless extended. The STI Exchange offer is explained in
more detail in the Offering Circular/Prospectus and other documents dated
April 23, 1999 which were sent to you previously. In addition, Seagate
Software has revised the "Automatic Sale" payment election which is available
to Seagate Software optionees who wish to exercise their options and
participate in the STI Exchange Offer. Additional information regarding these
matters is set forth below.
1. Extension of the STI Exchange Offer. The STI Exchange Offer will now
remain open until 12:00 midnight, New York City time, on June 9, 1999.
Accordingly, you now have until such time to deliver your STI Exchange Offer
documents to the appropriate party.
2. Impact on Those Electing to Hold STI Shares. If you elected to exercise
your Seagate Software stock option and hold your shares of STI Common Stock
received in the STI Exchange Offer, these shares will now be forwarded to you
on June 11, 1999 instead of June 9, 1999. If you have already notified your
broker to receive your shares on June 9, 1999, please re-notify your broker to
explain that the shares will not be available for receipt until Friday, June
11, 1999.
3. Modification to the Automatic Sale Election. Seagate Software has
modified the "Automatic Sale" election described in the Special Exercise
Notice and Special Exercise Instruction Letter previously sent with your STI
Exchange Offer package. The Special Exercise Instruction Letter describes that
the shares of STI Common Stock pertaining to this election will be sold by the
Broker, the Victor Group at Salomon Smith Barney, on a single trading day,
June 9, 1999. Seagate Software has modified this provision so that the shares
tendered for the Automatic Sale will be sold by the Broker over a six day
trading period from June 11, 1999 to June 18, 1999. The Broker may sell these
shares in less than the six trading days available during this period. Those
participating in the Automatic Sale will receive the average sales price of
these shares over this period. Seagate Software believes that providing the
Broker this added flexibility will allow for a more orderly sale of the
shares. This is the only change to the Automatic Sale provision as described
in Section 3 of the Special Exercise Instruction Letter. This and the
extension of the STI Exchange Offer described in Section 1 above are the only
changes to the Special Exercise Notice and the Special Exercise Instruction
Letter.
4. Impact on the STI Blackout Period. The STI Board of Directors has waived
the STI blackout period through June 18, 1999. This means that if you elected
to hold STI shares received in
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the Exchange Offer and did not elect the Automatic Sale payment provision, you
have until the end of business on June 18th to trade them independently.
If you have already sent in your documents, and do not wish to change
your election, you do not need to complete any additional documents.
If you have already sent in your documents, and do wish to change
your election based on this information:
You must complete the "Notice to Change Election of Payment Method For the
Exercise of Seagate Software Stock Options" attached to this letter as
Attachment A (the "Change Notice") and return it to Seagate Software, Inc., c/o
Roberta Cohen, 915 Disc Drive, Scotts Valley, California 95066, or via fax at
(831) 439-9438. The Change Notice must be received no later than 12:00
midnight, New York City time, June 9, 1999. If Seagate Software does not
receive a Change Notice from you by such time, your prior payment election will
remain in effect.
If you elect to change the number of Seagate Software shares that you wish
to exchange for shares of Seagate Technology Common Stock in the STI Exchange
Offer, please contact Roberta Cohen (see below for contact information) to
request a new Letter of Transmittal.
If you have not yet submitted your documents:
Please do not fill out the Change Notice attached as Attachment A. You must
submit the Letter of Transmittal, Special Exercise Notice and applicable
attachments in the forms that were distributed to you previously. If you elect
the Automatic Sale payment method, you will automatically be subject to the
additional trading period by the Broker as described in Section 3 above.
Questions. Should you have any questions regarding the contents of this
notice, please contact Roberta Cohen at (831) 439-2860 or e-mail at roberta-s-
[email protected].
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ATTACHMENT A
NOTICE TO CHANGE ELECTION OF PAYMENT METHOD FOR THE EXERCISE OF SEAGATE
SOFTWARE STOCK OPTIONS
I have previously returned the Letter of Transmittal and the Special Exercise
Notice in connection with my desire to exercise my Seagate Software stock
options and participate in the Seagate Technology exchange offer. I have been
advised in the attached notice of the modification of the Automatic Sale
payment method election (described in Section 3 of the Special Exercise
Instruction Letter) to permit the Broker, the Victor Group at Salomon Smith
Barney, to sell shares of STI Common Stock issued upon exercise of Seagate
Software stock options over a greater number of trading days. I hereby wish to
change my elected payment method which I previously indicated in the Special
Exercise Notice in the manner indicated by my check mark in the appropriate box
below:
[_] Check payable to Seagate Software, Inc. (in U.S. Dollars) (See Section
1 of the Special Exercise Instruction Letter)
[_] Net Exercise (See Section 2 of the Special Exercise Instruction
Letter)
[_] Automatic Sale--You must fill out Attachment C (Automatic Sale Account
Form) enclosed in your Exchange Offer package. (See Section 3 of the
Special Exercise Instruction Letter and the modification thereof
described in the attached notice)
[_] Tender of Seagate Software shares exercised at a previous date (See
Section 4 of the Special Exercise Instruction Letter)
If you elect any method other than the Automatic Sale and wish to have your
Seagate Technology shares forwarded to your broker, you must complete
Attachment B (DWAC) enclosed in your Exchange Offer package.
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Submitted by: Accepted by:
OPTIONEE: Seagate Software, Inc.
By: ____________________________________
________________________________________
(Print Name)
Its: ___________________________________
________________________________________
(Signature)
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Address: Address:
________________________________________ Seagate Software, Inc.
Attn: Stock Plan Administration
________________________________________ 915 Disc Drive
P.O. Box 67427
________________________________________ Scotts Valley, CA 95067-7427
(Work Phone Number) Fax #(831) 439-9438
________________________________________
(Home Phone Number)
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