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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
WONDERWARE CORPORATION
(Name of Subject Company)
WONDERWARE CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
978179 10 9
(CUSIP Number of Class of Securities)
ROY H. SLAVIN
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WONDERWARE CORPORATION
100 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(714) 727-3200
(Name, address, and telephone number of person
authorized to receive notice and communications
on behalf of person(s) filing statement)
Copies to:
D. BRADLEY PECK, ESQ.
Cooley Godward LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
(619) 550-6000
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Wonderware Corporation, a Delaware corporation (the "Company"), hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 (the "Schedule 14D-9"), originally filed by the Company on March 3, 1998,
with respect to the tender offer by WDR Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of Siebe plc, a public
limited company organized under the laws of the United Kingdom ("Siebe"), to
purchase all of the outstanding Common Stock, $0.001 par value per share
(including the associated Series A Junior Participating Preferred Stock Purchase
Rights) of the Company. Capitalized terms herein have the meanings assigned to
them in the Schedule 14D-9, unless otherwise defined herein.
9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is filed herewith:
99.3 Employment Agreement, dated November 28, 1995, between the Company
and Roy H. Slavin.(1)
(1) Filed as Exhibit 10.14 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 and incorporated herein by
reference. A copy of the agreement is submitted with this Amendment
as part of Exhibit 99.3.
2.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Amendment is true,
complete and correct.
WONDERWARE CORPORATION
Date: March 20, 1998 /s/ Sam M. Auriemma
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Sam M. Auriemma
Vice President, Finance
and Chief Financial Officer
3.
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EXHIBIT 99.3
Employment Agreement between the Registrant
and Roy H. Slavin, dated November 28, 1995
November 28, 1995
Mr. Roy Slavin
888 Van Dyke Drive
Laguna Beach, CA 92651
Re: Employment Agreement
Dear Roy:
As we have previously discussed, Wonderware Corporation (the "Company")
is pleased to offer you the position of President and Chief Operating Officer on
the terms set forth below (the "Agreement"), beginning on June 1, 1995
("Effective Date").
1. Duties and Responsibilities. As the Company's President and Chief
Operating Officer, you will perform the duties customarily associated with this
position and such other duties as may be assigned to you by me in my position as
the Company's Chief Executive Officer. You will report to the Chief Executive
Officer. You will be elected to the Company's Board of Directors at the first
meeting of the Board following the date you commence employment with the
Company. You agree to exercise the highest degree of professionalism, utilize
your expertise and creative talents, and devote all of your business time in
performing your duties, both as the Company's President and Chief Operating
Officer and as a member of the Board. You will be considered for a promotion to
become the Company's Chief Executive Officer if you and I mutually agree after
you have worked at the Company for at least 6 months. Of course, the Board will
need to evaluate your job performance and approve any promotion to Chief
Executive Officer before it can become effective. The Company will provide you
with necessary staff support to permit you to discharge your responsibilities
effectively.
2. Base Salary and Bonus. Your base salary will be thirteen thousand
dollars ($13,000) per month, less payroll deductions and withholdings. You will
also receive a sign-on bonus in the amount of one hundred thousand dollars
($100,000), less payroll deductions and withholdings, which will be payable in
quarterly installments beginning on your start date and each three months
thereafter provided that you are employed by the Company on the relevant payment
date.
You will also be eligible to earn a cash bonus as determined under the
terms of the "Wonderware January-December 1995 Incentive Compensation Program"
(the "1995 Incentive Bonus Plan") and any cash incentive compensation program
that succeeds the 1995 Incentive Bonus Plan. Your semi-annual "Quota Bonus
amount" will be $26,000 and your semi-annual "Profit Bonus amount" will be
$26,000. Both terms are defined in the 1995 Incentive Bonus Plan. These "Quota
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Bonus" and "Profit Bonus" amounts will also be applicable for the first five
months of 1996. Therefore, if the Company's performance entitles you to 100% of
your Quota Bonus and Profit Bonus for your first twelve months of employment,
you would receive total cash compensation (base salary plus cash bonus) of
$260,000 for that period.
Your base salary and various target bonus amounts will be subject to
review and adjustment after you have been employed by the Company for at least
twelve months in accordance with the established procedures set forth by the
Company's Compensation Committee of the Board of Directors. If at that time you
are serving as the Company's Chief Executive Officer, your base salary will be
increased to eighteen thousand dollars ($18,000) per month, less payroll
deductions and withholdings, your semi-annual "Quota Bonus amount" will be
increased to $36,000 and your semi-annual "Profit Bonus amount" will be
increased to $36,000. Therefore, if these increases occur and if the Company's
performance entitles you to 100% of your Quota Bonus and Profit Bonus for your
first twelve months of employment following these increases, then you would
receive total cash compensation (base salary plus cash bonus) of $360,000 for
this period.
3. Compensatory Stock Awards. Upon the commencement of your employment,
the Board of Directors agrees to grant to you a stock option to acquire two
hundred thousand (200,000) shares of the Company's common stock under the
Company's 1989 Stock Option Plan (the "Option Plan"). In the event you are
promoted to serve as the Company's Chief Executive Officer and you have
completed at least twelve months of employment with the Company, the Board of
Directors also agrees to grant to you, as soon as practicable following January
1, 1996, an additional stock option to acquire one hundred thousand (100,000)
shares of the Company's common stock under the Option Plan. The exercise price
per share of these options shall be equal to one hundred percent (100%) of the
fair market value of the Company's common stock as determined under the Plan on
the date of grant and in any case not to exceed $30.00 per share. Each option
shall vest as to 24% of the shares subject to such option following twelve
continuous months of service with the Company beginning on the date of grant (or
in the case of your initial option, the day you start work with the Company) and
as to an additional 2% for each subsequent month of completed service. Both of
these options shall have substantially the same terms and conditions as provided
in the standard forms of option agreement for options granted under the Option
Plan, except as expressly provided in this agreement.
4. Relocation Assistance. The Company agrees to purchase your current
principal residence in Atlanta, Georgia for a price equal to its current
appraised fair market value (as determined by a knowledgeable real estate
professional selected by the Company who is agreeable to you). The Company will
also provide you with a two hundred thousand dollar ($200,000) interest-bearing
mortgage loan to reflect the higher cost of housing in California as well as
compensation for the loss of incentive compensation you would have otherwise
received from your previous employer. The loan is conditioned on future
performance of substantial service provided by you and must be used for a
mortgage on your new principal residence. In the event that you are promoted to
serve as the Company's Chief Executive Officer, the Company will forgive the
interest-bearing mortgage relocation loan plus accrued interest and will pay you
an additional two hundred thousand dollars ($200,000), less applicable taxes to
cover any taxes as a result of this forgiveness. The Company will also reimburse
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you for your actual costs directly related to the relocation of your family to
California, including such costs as moving expenses, travel and lodging for
house hunting trips, temporary housing, and closing costs, but in no event shall
the total amount of the Company's reimbursement for such costs exceed one
hundred thousand dollars ($100,000).
5. Supplemental Compensation Guarantee. We understand that by accepting
our invitation, you will be giving up the potential receipt of a substantial
amount of future compensation under the terms of your current employer's
Supplemental Executive Retirement Plan ("SERP"). In order to provide you with
compensation for that sacrifice, the Company will guarantee to pay you any
amount by which the maximum built-in gain at any time of the shares of the
Company's common stock which have vested at that time under the terms of the
stock options granted to you by the Company, whether now or in the future (the
"Maximum Realizable Gain"), fails to equal or exceed $1,250,000. The time period
within which the Maximum Realizable Gain shall be calculated shall begin on the
date you commence employment with the Company and end on the date on which all
shares subject to these options either have vested or been returned to the
Company. Any payment shall be due within 30 days after the date on which all
shares subject to these options have vested or, in the event that you are no
longer employed by the Company, within 30 days after the date on which all
shares subject to these options would have vested had you continued to provide
services to the Company.
However, in the event your employment with the Company is terminated
for "Cause," then the Company will have no obligation to pay you any amount
under the terms of this section 5. For purposes of this section 5, "Cause" shall
mean either (i) conviction of a crime, or entry of a plea of nolo contendere
with regard to a crime, involving moral turpitude or dishonesty, or (ii) an
intentional, material violation by you of any contract between you and the
Company or any statutory duty which you have to the Company which is not
corrected within 30 days after notice is provided to you of such a violation. In
addition, if you voluntarily decide to terminate your employment with the
Company for any reason, then the Company will adjust the amount which would be
paid to you as calculated under the previous paragraph by a fraction, the
numerator of which is the number of shares subject to your options which have
vested and the denominator of which is the total number of shares subject to
your option.
6. Benefits. The Company also will provide you with benefits consistent
with the Company's established policies and practice for its senior executives.
Details about these benefits are provided in the summary plan descriptions and
other communications materials available for your review. Of course, the Company
reserves the right to modify any or all of these benefits in the future in its
discretion.
7. At-Will Employment. In order to protect our mutual employment
rights, either you or the Company may terminate your employment relationship at
any time for any reason whatsoever, with or without cause or advance notice.
This at-will employment relationship cannot be changed except in a writing
signed by you and a duly authorized officer of the Company. You agree that for
one year following the termination of your employment with the Company, you will
not, either directly or through others, solicit or attempt to solicit any
employee, consultant or independent contractor of the Company to terminate his
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or her relationship with the Company in order to become an employee, consultant
or independent contractor to or for any other person or business entity.
This Agreement, including the attachments, and your Proprietary
Information and Inventions Agreement, constitutes the complete, final and
exclusive embodiment of the entire agreement between you and the Company with
respect to the terms and conditions of your employment. This Agreement is
entered into without reliance upon any promise, warranty or representation,
written or oral, other than those expressly contained herein, and it supersedes
any other such promises, warranties, representations or agreements. It may not
be amended or modified except by a written instrument signed by you and a duly
authorized officer of the Company. If any provision of this Agreement is
determined to be invalid or unenforceable, in whole or in part, this
determination will not affect any other provision of this Agreement. This
Agreement shall be construed and interpreted in accordance with the laws of the
State of California.
As required by law, this offer of employment is subject to satisfactory
proof of your right to work in the United States.
To indicate your acceptance of our offer under the terms described
above, please sign below and return this letter and your signed Proprietary
Information and Inventions Agreement to me. I look forward to your favorable
reply, and to starting a working relationship which I hope will be successful
both for Wonderware and for you.
Very truly yours,
WONDERWARE CORPORATION
/s/ Jay L. Kear 11/28/95
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Jay L. Kear
Chairman, Executive Committee
Accepted by: /s/ Roy H. Slavin
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Roy Slavin
Date: 11/28/95
