<PAGE>
As filed with the Securities and Exchange Commission on January __, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 1)
SOFTWARE ARTISTRY, INC.
(Name of Subject Company)
SOFTWARE ARTISTRY, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
83402810
(CUSIP Number of Class of Securities)
W. SCOTT WEBBER
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
SOFTWARE ARTISTRY, INC.
9449 PRIORITY WAY WEST DRIVE
INDIANAPOLIS, IN 46240
(317) 843-1663
(Name, Address, and telephone number of person authorized to
receive notice and communications on behalf of the person filing statement)
COPY TO:
Paul Bork, Esq.
Hinckley, Allen & Snyder
28 State Street
Boston, MA 02109
(617) 345-9000
<PAGE>
This Amendment No. 1 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9"), originally filed on December 23, 1997 by Software Artistry, Inc., an
Indiana corporation (the "Company") with respect to the tender offer
commenced by Hoosier Acquisition Corp., an Indiana corporation (the
"Purchaser ") and a wholly-owned subsidiary of International Business
Machines Corporation, a New York corporation ("IBM") on December 24, 1997, to
purchase any and all outstanding shares of the Company's Common Stock, no par
value, (the "Shares") at a price of $24.50 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase dated December 23, 1997 and in
the related Letter of Transmittal.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 14D-9.
The Schedule 14D-9 is hereby amended by adding the following:
Item 8. Additional Information to be Furnished.
HSR Act
At 11:59 p.m. on January 7, 1998, the waiting period under the HSR Act
relating to the Offer expired without a request for additional information.
<PAGE>
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.
Software Artistry, Inc.
By:/s/ Thomas E. Vanneman
---------------------------
Name: Thomas E. Vanneman
Title: Vice President, Finance, Chief Financial
Officer, and Secretary and Treasurer
Date: January 9, 1998
3
