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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
WALL DATA INCORPORATED
(NAME OF SUBJECT COMPANY)
NETMANAGE ACQUISITION CORPORATION
NETMANAGE, INC.
(BIDDERS)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
932045107
(CUSIP NUMBER OF CLASS OF SECURITIES)
CLIFF MOORE
NETMANAGE, INC.
10725 N. DEANZA BLVD.
CUPERTINO, CALIFORNIA 95014
(408) 973-7171
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
MICHAEL J. DANAHER
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (as amended, the "Schedule 14D-1") originally filed on October
27, 1999, Amendment No. 1 to the Schedule 14D-1, filed on October 29, 1999, and
Amendment No. 2 to the Schedule 14D-1, filed on November 12, 1999, relating to
the offer by NetManage Acquisition Corporation (the "Purchaser"), a wholly-owned
subsidiary of NetManage, Inc. (the "Parent"), to purchase all of the outstanding
shares of common stock of Wall Data Incorporated (the "Company") at a purchase
price of $9.00 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 October 27, 1999 and the related Letter of Transmittal (which, together
with any supplements or amendments, collectively constitute the "Offer").
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The Offer expired at 12:00 midnight, New York City time, on Wednesday,
November 24, 1999. A total of 9,104,225 shares were tendered pursuant to the
Offer, which represent approximately 89.2% of all of the outstanding common
stock of the Company.
ITEM 10. ADDITIONAL INFORMATION
A copy of the press release issued by Purchaser and Parent on November 26,
1999, announcing the successful completion of the Offer and Parent's intention
to acquire all of the remaining Shares pursuant to the Washington Business
Corporation Act is attached hereto as Exhibit (a)(9) and is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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<S> <C>
99.(a)(1) Press release issued by Purchaser and Parent on November 26,
1999.
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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.
November 30, 1999
NETMANAGE ACQUISITION CORPORATION
By: /s/ GARY ANDERSON
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Name: Gary Anderson
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Title: Chief Financial Officer
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NETMANAGE, INC.
By: /s/ GARY ANDERSON
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Name: Gary Anderson
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Title: Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
99.(a)(1) Press Release issued by Purchaser and Parent on November 26,
1999.
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FOR IMMEDIATE RELEASE:
CONTACT:
GRACE PROTOS
MACKENZIE PARTNERS
(212) 929-5500
NETMANAGE, INC. ANNOUNCES EXPIRATION AND
SUCCESSFUL COMPLETION OF TENDER OFFER FOR SHARES OF WALL DATA
INCORPORATED
CUPERTINO, CA -- November 26, 1999 -- NetManage Acquisition Corporation, a
wholly-owned subsidiary of NetManage, Inc. (Nasdaq: NETM) announced today the
successful completion and expiration of its offer to purchase all outstanding
shares of common stock of Wall Data Incorporated (Nasdaq: WALL) on November 24,
1999.
Approximately 9,104,225 shares were deposited under the offer prior to
midnight on November 24, 1999, representing approximately 89.23% of the
outstanding common stock of Wall Data Incorporated. Approximately 534,134 of the
shares deposited were deposited via Notice of Guaranteed Delivery.
All of the conditions of the offer have been satisfied. NetManage
Acquisition Corporation will instruct the Depositary to accept for payment all
validly tendered shares. NetManage Acquisition Corporation intends to exercise
its right to acquire all of the remaining shares of common stock of Wall Data
Incorporated which were not deposited under the offer pursuant to the Washington
Business Corporation Act.
Further information is available from the Information Agent, MacKenzie
Partners, Inc. at (212) 929-5500 or (800) 322-2885.
