SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SOFTWARE ARTISTRY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
834028102
(Cusip Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes.)
<PAGE>
CUSIP No. 834028102 Page 2 of 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
W. Scott Webber
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 516,720 (including 317,820 shares
subject to options exercisable within
60 days)
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 516,720 (including 317,820 shares
subject to options exercisable within
60 days)
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,720 (including 317,820 shares subject to options exercisable within
60 days)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
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12 TYPE OF REPORTING PERSON
IN
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Page 3 of 6
Item 1.
(a) Name of Issuer
Software Artistry, Inc.
(b) Address of Issuer's Principal Executive Offices
9449 Priority Way West Drive
Indianapolis, Indiana 46240
Item 2.
(a) Name of Person Filing
W. Scott Webber
(b) Address of Principal Business Office, or, if none, Residence
9449 Priority Way West Drive
Indianapolis, Indiana 46240
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common
(e) CUSIP Number
83402810
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
Not Applicable
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Page 4 of 6
Item 4.
Ownership
On December 18, 1997, Software Artistry, Inc. (the "Company"),
International Business Machines Corporation (the "Parent") and Hoosier
Acquisition Corp. (the "Sub") entered into an Agreement and Plan of Merger
providing for (i) the making of a cash tender offer (as such offer may be
amended from time to time as permitted under the Merger Agreement, (the
"Offer")) by Sub for all the outstanding shares of common stock, no par value,
of the Company (the "Company Shares") and (ii) the merger of Sub with the
Company (the "Merger"). As a condition to the Parent and Sub entering into
the Merger Agreement, certain shareholders of the Company, including the
Filing Person, entered into a Shareholder Agreement on December 18, 1997,
pursuant to which the Filing Person has unconditionally agreed to tender into
the Offer, and not to withdraw therefrom, all the Company Shares that the
Filing Person owned on December 18, 1997 as well as any Shares thereafter
acquired, including upon the exercise of stock options. In addition, the
Filing Person has agreed to sell to the Sub, and the Sub has agreed to
purchase, all of the Filing Person's Shares at a price per share equal to the
Offer Price, subject to certain conditions. Under the Shareholder Agreement,
the Filing Person has granted to certain individuals designated by IBM an
irrevocable proxy with respect to the Shares subject to the Shareholder
Agreement to vote such Shares under certain circumstances, including for
approval of the Merger and against any other Takeover Proposal (as defined
therein).
(a) Amount Beneficially Owned
516,720 shares (including 317,820 shares subject to options
exercisable within 60 days)
(b) Percent of Class
6.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote
516,720 shares (including 317,820 shares subject to options
exercisable within 60 days)
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Page 5 of 6
(iii) sole power to dispose or to direct the disposition of
516,720 shares (including 317,820 shares subject to options
exercisable within 60 days)
(iv) shared power to dispose or to direct the disposition of
0
Item 5.
Ownership of Five Percent or Less of a Class
Not Applicable
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
None
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8.
Identification and Classification of members of the Group
Not Applicable
Item 9.
Notice of Dissolution of a Group
Not Applicable
Item 10.
Certification
Not Applicable
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Page 6 of 6
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.
Date: 12/21/97 /s/ W. Scott Webber
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Signature
W. Scott Webber
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Name/Title
