<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 14D-9/A
(Amendment No. 3)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
______________________
STATE OF THE ART, INC.
(Name of Subject Company)
STATE OF THE ART, INC.
(Names of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
______________________
85730710
(CUSIP Number of Class of Securities)
______________________
David W. Hanna
President and Chief Executive Officer
State Of The Art, Inc.
56 Technology Drive
Irvine, CA 92618
(714)753-1222
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
______________________
With a copy to:
John A. Fore, Esq.
Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650)493-9300
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<PAGE>
This Amendment No. 3 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9"), filed by State Of The Art, Inc., a California corporation
(the "Company"), relating to the tender offer by Rose Acquisition Corp., a
Delaware corporation (the "Purchaser"), a direct and indirect wholly owned
subsidiary of The Sage Group plc, a company organized under the laws of
England (the "Parent") (collectively, "Sage"), to purchase all of the
outstanding shares of Common Stock of the Company upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated February 2, 1998,
as amended. Capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
This section is hereby amended by addition of the following information
thereto:
At 12:00 midnight, New York City time, on March 2, 1998, the Offer
expired. Based on a preliminary count, the Company has been informed that
approximately 11,024,315 shares were tendered, of which approximately 180,829
shares were tendered by guaranteed delivery. On March 3, 1998, effective as of
12:01 a.m., all shares of Common Stock validly tendered and not withdrawn prior
to the expiration of the Offer were accepted for payment. As a result, Sage
has acquired approximately 98.6% of the outstanding shares of the Company's
Common Stock. A copy of the press release announcing the expiration of the
Offer and the acceptance of validly tendered shares of Common Stock is
attached hereto as Exhibit 26.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
This section is hereby amended by addition of the following additional
exhibit:
Exhibit 26 -- Press Release, dated March 3, 1998, issued by The Sage
Group plc and Rose Acquisition Corp.
<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.
By: /s/ David W. Hanna
-------------------------------------
David W. Hanna
President and Chief Executive Officer
Dated: March 10, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ------------------------------------------------------
<C> <S>
26 Press Release, dated March 3, 1998, issued by The Sage
Group plc and Rose Acquisition Corp.
</TABLE>
<PAGE>
EXHIBIT 26
FOR IMMEDIATE RELEASE:
- ---------------------
CONTACT:
BOB MARESE
MACKENZIE PARTNERS, INC.
212-929-5500
SAGE COMPLETES TENDER OFFER
FOR SHARES OF STATE OF THE ART, INC.
NEWCASTLE UPON TYNE, ENGLAND--MARCH 3, 1998 -- The Sage Group plc and Rose
Acquisition Corp. (collectively, "Sage") announced today that Sage has completed
its tender offer for all of the outstanding shares of common stock of State Of
The Art, Inc. ("State Of The Art") at $22.00 net per share.
The offered expired, as scheduled, at 12:00 midnight (New York City time) on
Monday, March 2, 1998.
As of the termination of the offer, based on a preliminary count from the
Depositary, ChaseMellon Shareholders Services, L.L.C., approximately 11,024,315
shares, including approximately 180,829 shares tendered by guaranteed delivery,
of State Of The Art common stock had been tendered and not withdrawn. As a
result of the tender offer, Sage will own approximately 98.6% of the outstanding
shares of common stock of State Of The Art. Subject to the terms of the merger
agreement among The Sage Group plc, Rose Acquisition Corp. and State Of The Art,
shares of common stock of State Of The Art not tendered will be converted into
the right to receive $22.00 net per share pursuant to a second-step merger
between Rose Acquisition Corp. and State Of The Art.
State Of The Art, headquartered in Irvine, California, provides accounting
software for small-to-medium-sized businesses and distributes its products
through a reseller network.
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