SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 3 - FINAL AMENDMENT
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 3
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Interlink Computer Sciences, Inc.
(Name of Subject Company)
Sterling Software (Southwest), Inc.
Sterling Software, Inc.
(Bidders)
Common Stock, $.001 par value
(Title of Class of Securities)
458747102
(CUSIP Number of Class of Securities)
Don J. McDermett, Jr., Esq.
Sterling Software, Inc.
300 Crescent Court
Suite 1200
Dallas, Texas 75201
Telephone: (214) 981-1000
Facsimile: (214) 981-1265
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
Copy to:
Richard J. Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
CALCULATION OF FILING FEE
===============================================================================
Transaction Valuation:* $71,783,208 Amount of Filing Fee:** $14,356.64
===============================================================================
*Estimated for purpose of calculating the filing fee only. The
calculation assumes the purchase of 10,254,744 shares of common
stock, $.001 par value (including the associated Preferred Share
Purchase Rights, the "Shares") (which represents 8,308,107 Shares
outstanding, 1,614,896 Shares reserved for issuance upon the exercise
of options, 260,706 Shares reserved for issuance upon the exercise of
warrants, and 71,035 Shares issuable under the Employee Stock
Purchase Plan (the "ESPP") of Interlink Computer Sciences, Inc. (the
"Company")), at a price per Share of $7.00 in cash. Such number of
Shares represents all the Shares outstanding as of March 23,1999, and
assumes the exercise of all existing options and warrants to acquire
Shares from the Company and the issuance by the Company of 71,035
Shares under the ESPP.
**The amount of the filing fee, calculated in accordance with rule
0-11(d) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate value of cash offered by
Sterling Software (Southwest), Inc. for such number of Shares.
[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.
<TABLE>
<CAPTION>
<S> <C>
Amount Previously Paid: $14,356.64 Filing Party: Sterling Software (Southwest), Inc.
and Sterling Software, Inc.
Form or Registration No.: Schedule 14D-1/13D Date Filed: March 30, 1999
</TABLE>
===============================================================================
CUSIP No. 458747102
14D-1/13D
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Sterling Software (Southwest), Inc.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 9,416,968 (including 75,432 Shares subject
EACH to guarantee of delivery)
REPORTING
PERSON ---------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
0
---------------------------------------------------
(10) SHARED DISPOSITIVE POWER
9,416,968 (including 75,432 Shares
subject to guarantee of delivery)
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,416,968 (including 75,432 Shares subject to guarantee of delivery)
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
CUSIP No. 458747102
14D-1/13D
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Sterling Software, Inc.
IRS ID No.: 75-1873956
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 9,416,968 (including 75,432 Shares subject
EACH to guarantee of delivery)
REPORTING ---------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------
(10) SHARED DISPOSITIVE POWER
9,416,968 (including 75,432 Shares subject
to guarantee of delivery)
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,416,968 (including 75,432 Shares subject to guarantee of delivery)
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
Sterling Software, Inc., a Delaware corporation ("Parent"), and
Sterling Software (Southwest), Inc., a Delaware corporation and an indirect
wholly owned subsidiary of Parent ("Purchaser"), hereby amend and
supplement (i) their Tender Offer Statement on Schedule 14D-1, as amended
("Schedule 14D-1"), filed with the Securities and Exchange Commission (the
"Commission") on March 30, 1999, with respect to Purchaser's offer to
purchase all of the outstanding shares of common stock, par value $.001 per
share (including the associated Preferred Share Purchase Rights, the
"Shares"), of Interlink Computer Sciences, Inc., a Delaware corporation
(the "Company"), at a purchase price of $7.00 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 March 30, 1999 (the
"Offer") and (ii) their Statement on Schedule 13D, as amended, filed with
the Commission on March 30, 1999. This Amendment No. 3 constitutes the
final amendment to the Schedule 14D-1.
Unless otherwise indicated herein, each capitalized term used
but not defined herein shall have the meaning ascribed to such term in the
Schedule 14D-1/13D or in the Offer to Purchase referred to therein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Schedule 14D-1/13D
is hereby amended and supplemented by the following information:
The Offer expired at 12:00 midnight, New York City time, on
Monday, April 26, 1999. Based on information provided by the Depositary,
9,416,968 Shares or approximately 95.2% of the outstanding Shares were
validly tendered and not withdrawn pursuant to the Offer (including 75,432
Shares tendered by means of guaranteed delivery). Purchaser has accepted
for payment, and has notified the Depositary to promptly pay for the
validly tendered and accepted Shares, in accordance with the Offer. On
April 27, 1999, Parent issued a press release, a copy of which is filed
herewith as Exhibit (a)(11) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Text of Press Release issued by Parent on April 27, 1999
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.
Dated:April 27, 1999 STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett, Jr.
---------------------------------
Name: Don J. McDermett, Jr.
Title: Senior Vice President
STERLING SOFTWARE (SOUTHWEST), INC.
By: /s/ Don J. McDermett, Jr.
--------------------------------
Name: Don J. McDermett, Jr.
Title: Vice President
EXHIBIT INDEX
Exhibit
- -------
(a)(11) Text of Press Release issued by Parent on April 27, 1999
Exhibit (a)(11)
NEWS RELEASE
STERLING SOFTWARE SUCCESSFULLY COMPLETES TENDER OFFER FOR
INTERLINK COMPUTER SCIENCES
Dallas, TX, April 27, 1999 -- Sterling Software, Inc. (SSW-NYSE) today
announced the completion of the cash tender offer to purchase all the
outstanding shares of common stock of Interlink Computer Sciences, Inc.
(INLK-NASDAQ) at a price of $7.00 per share by a wholly owned Sterling
Software subsidiary.
Sterling Software reported that a total of 9,416,968 shares of
Interlink Computer Sciences common stock were tendered pursuant to the
tender offer (including 75,432 shares subject to guarantees of delivery),
which expired at 12:00 midnight, New York City time, on April 26, 1999, and
that all such shares have been accepted for payment. After giving effect
to the purchase of the shares tendered, Sterling Software beneficially
owned approximately 95.2 percent of the outstanding Interlink Computer
Sciences shares (including shares recently issued upon the exercise of
outstanding options).
Sterling Software also announced today that it and Interlink Computer
Sciences intend to effect a merger pursuant to which Interlink Computer
Sciences will become a wholly owned subsidiary of Sterling Software and all
remaining Interlink Computer Sciences stockholders (other than Sterling
Software) will have the right to receive the same $7.00 per share in cash
paid in the tender offer. Sterling Software anticipates announcing the
completion of the merger transaction within a few days.
Sterling Software is a leading provider of software and services for
the application development, information management, systems management and
federal systems markets. The company is ranked among Business Week's 1998
"Info Tech 100" as one of the world's best performing information
technology companies. Headquartered in Dallas, Sterling Software has a
worldwide installed base of more than 20,000 customer sites and 3,600
employees in 90 offices worldwide. For more information on Sterling
Software, visit the company's Web site at www.sterling.com.
Contact:
Julie Kupp
VP, Investor Relations
Sterling Software, Inc.
(214) 981-1000
[email protected]
