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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
VIASOFT, INC.
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(Name of Subject Company)
CV ACQUISITION, INC.
COMPUWARE CORPORATION
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(Bidders)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
237823109
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(CUSIP Number of Class of Securities)
THOMAS COSTELLO, JR., ESQ.
CV ACQUISITION, INC.
COMPUWARE CORPORATION
31440 NORTHWESTERN HIGHWAY
FARMINGTON HILLS, MI 48334-2564
TELEPHONE: (248) 737-7300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
DONALD J. KUNZ, ESQ.
DAVID E. BARNES, ESQ.
HONIGMAN MILLER SCHWARTZ AND COHN
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226
TELEPHONE: (313) 465-7454
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This Amendment No. 9 to the Schedule 14D-1 relates to the offer by CV
Acquisition, Inc., a Delaware corporation ("Purchaser"), to purchase all
outstanding shares of Common Stock, $0.001 par value, of Viasoft, Inc., a
Delaware corporation (the "Company"), at $9.00 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase and in the related Letter of Transmittal dated July 22,
1999, copies of which were attached as Exhibits (a)(1) and (a)(2), respectively,
to the Schedule 14D-1 filed with the Securities and Exchange Commission on July
22, 1999. The purpose of this Amendment No. 9 is to amend and supplement Items
10 and 11 of the Schedule 14D-1 as described below.
Item 10. Additional Information
(f) On January 18, 2000, the Parent, the Purchaser and the Company entered
into an Amendment to the Merger Agreement pursuant to which the Merger Agreement
was terminated, effective January 18, 2000.
Reference is made to the Seventh Amendment to Agreement and Plan of
Merger among the Parent, the Purchaser and the Company dated January 18, 2000, a
copy of which is filed as Exhibit (d)(8) to this Amendment No. 9 to Schedule
14D-1 and is incorporated herein by reference, and to the Press Release of the
Parent, a copy of which is filed as Exhibit (a)(17) to this Amendment No. 9 to
Schedule 14D-1 and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(17) Press Release issued by Compuware on January 18, 2000.
(d)(8) Seventh Amendment to Agreement and Plan of Merger among Compuware
Corporation, CV Acquisition, Inc. and Viasoft, Inc., dated as of January 18,
2000.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
January 19, 2000
CV ACQUISITION INC.
By: /s/ Thomas Costello, Jr.
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Name: Thomas Costello, Jr.
Title: Vice President, Secretary
and Treasurer
COMPUWARE CORPORATION
By: /s/ Thomas Costello, Jr.
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Name: Thomas Costello, Jr.
Title: Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ---------------- -------------------------------------------------------
99(a)(17) Text of Press Release by Compuware dated January 18, 2000
99(d)(8) Seventh Amendment to Agreement and Plan of Merger among
Compuware Corporation, CV Acquisition, Inc. and Viasoft,
Inc., dated as of January 18, 2000.
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EXHIBIT 99(a)(17)
Viasoft, Inc. and Compuware Agree to Terminate the Agreement And Plan of
Merger
FARMINGTON HILLS, Mich., Jan. 18 -- Compuware Corporation (Nasdaq: CPWR)
announced today that Compuware and Viasoft, Inc. (Viasoft) have agreed to
terminate the Agreement and Plan of Merger, dated July 14, 1999, as amended.
The parties have terminated the Agreement due to uncertainty associated with the
civil action filed by the U.S. Department of Justice on Friday, October 29, 1999
to enjoin Compuware's planned acquisition of Viasoft, as well as the substantial
costs associated with the litigation. Accordingly, the parties determined that
it was in the best interests of both companies to terminate the Agreement,
effective today.
Shares of Viasoft common stock tendered during the Offer Period will be returned
promptly to Viasoft shareholders.
Compuware Corporation
Compuware productivity solutions help 14,000 of the world's largest corporations
more efficiently maintain and enhance their most critical business applications.
Providing immediate and measurable return on information technology investments,
Compuware products and services improve quality, lower costs and increase the
speed at which systems can be developed, implemented and supported. Compuware
employs approximately 15,000 information technology professionals worldwide.
With trailing 12-month revenues of more than $1.9 billion, Compuware is a world
leader in the practical implementation of enterprise and e-commerce solutions.
For more information about Compuware, please contact the corporate offices at
800-521-9353. You may also visit Compuware on the World Wide Web at
www.compuware.com.
Viasoft, Inc.
Headquartered in Phoenix, Ariz., Viasoft provides sales and professional
services through regional offices in the United States, Canada, Australia,
Europe and a growing network of international subsidiaries, distributors and
resellers. For more information on Viasoft's services and technologies, please
visit the company's World Wide Web site at www.viasoft.com.
/CONTACT: Press, Christopher M.F. Norris, Director, Corporate Communications of
Compuware Corporation, 248-737-7506; or Steven D. Whiteman, President and Chief
Executive Officer of Viasoft, Inc., 602-952-0050/
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EXHIBIT 99(d)(8)
SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMONG COMPUWARE CORPORATION, CV ACQUISITION, INC. AND
VIASOFT, INC.
THIS SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of
January 18, 2000 ("Seventh Amendment"), is by and among Compuware Corporation, a
Michigan corporation ("Compuware"), CV Acquisition, Inc., a Delaware corporation
and a wholly-owned subsidiary of Compuware ("Merger Sub"), and Viasoft, Inc., a
Delaware corporation ("Viasoft").
RECITALS
A. The parties hereto entered into an Agreement and Plan of Merger,
dated as of July 14, 1999, which was amended by a First Amendment of Agreement
and Plan of Merger dated as of August 18, 1999, a Second Amendment of Agreement
and Plan of Merger dated as of October 29, 1999, a Third Amendment to Agreement
and Plan of Merger dated as of November 5, 1999, a Fourth Amendment to Agreement
and Plan of Merger dated as of November 29, 1999, a Fifth Amendment to Agreement
and Plan of Merger dated as of December 20, 1999 and a Sixth Amendment to
Agreement and Plan of Merger dated as of January 10, 2000 (such agreement, as
amended, the "Agreement").
B. The parties desire to amend the Agreement to provide for their
mutual written consent to terminate the Agreement in accordance with the terms
and conditions set forth herein.
C. All capitalized terms used herein which are defined in the Agreement
shall have the same meanings herein as set forth in the Agreement.
Therefore, the parties agree as follows:
1. Notwithstanding any terms in the Agreement to the contrary, the
Agreement is hereby terminated pursuant to Section 8.1(a) of the Agreement by
mutual written consent of the parties, duly authorized by their respective
Boards of Directors, effective upon execution and delivery of this Seventh
Amendment by all parties hereto.
2. Upon the execution and delivery of this Seventh Amendment by the
parties hereto, the Agreement shall become void and have no further force or
effect, except to the extent expressly set forth in Section 8.2 of the Agreement
providing for the continuing obligations of the parties under the
Confidentiality Agreement; provided, that any claims of either party for any
breach prior to the date of this Seventh Amendment by the other party of such
party's representations, warranties, covenants or agreements shall survive the
termination of the Agreement.
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IN WITNESS WHEREOF, Compuware, Merger Sub and Viasoft have caused this
Seventh Amendment to be signed by the respective officers hereunto duly
authorized all as of the date first written above.
COMPUWARE CORPORATION
By: /s/ Thomas Costello, Jr.
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Name: Thomas Costello, Jr.
Title: Vice President, Secretary and
General Counsel
CV ACQUISITION, INC.
By: /s/ Thomas Costello, Jr.
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Name: Thomas Costello, Jr.
Title: Vice President, Secretary and
Treasurer
VIASOFT, INC.
By: /s/ Steven D. Whiteman
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Name: Steven D. Whiteman
Title: President and Chief Executive Officer
