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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 24, 1998
WONDERWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-22044 33-0304677
(Commission File No.) (IRS Employer Identification No.)
100 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (714) 727-3200
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ITEM 5. OTHER EVENTS.
On February 15, 1996, Wonderware Corporation (the "Company") entered
into a Rights Agreement with The First National Bank of Boston as Rights Agent
(the "Rights Agreement") in connection with a Share Purchase Rights Plan
approved and adopted by the Company's Board of Directors. A copy of the Rights
Agreement is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
On February 24, 1998, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Siebe plc ("Parent"), a United Kingdom
public limited company, WDR Acquisition Corp., a Delaware corporation and
indirect wholly-owned subsidiary of Parent ("Purchaser") and WDR Sub Corp., a
Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub")
(the "Merger Agreement"). The Merger Agreement contemplates, among other things,
a cash tender offer by Parent and Purchaser for all outstanding shares of the
Company's common stock followed by the merger (the "Merger") of Purchaser with
and into the Company. The Merger Agreement and the related press release issued
by the Company on February 24, 1998 are filed as exhibits 99.2 and 99.3 hereto
and are each incorporated herein by reference.
In connection with the execution of the Merger Agreement, the Board of
Directors of the Company approved a First Amendment, dated as of February 24,
1998, to the Rights Agreement (the "Amendment"). The Amendment provides, among
other things, that any person acquiring shares of common stock pursuant to the
cash tender offer and/or merger under the Merger Agreement would not be deemed
an "Acquiring Person" (as defined in the Rights Agreement). The First Amendment
is filed as Exhibit No. 99.4 hereto and is incorporated herein by reference.
2.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1 Rights Agreement, dated as of February 15, 1996, between
the Company and the Rights Agent (incorporated by
reference to Exhibit 99.2 to the Company's current report
on Form 8-K as filed with Securities and Exchange
Commission ("SEC") on February 16, 1996).
99.2 Agreement and Plan of Merger, dated as of February 24,
1998, by and among the Company, Purchaser and Merger Sub
(incorporated by reference to Exhibit 99.7 of the
Company's Schedule 14D-9 as filed with the SECon March 2,
1998).
99.3 Joint Press Release, dated February 24, 1998 (incorporated
by reference to Exhibit 99.1 of the Company's Schedule
14D-9 as filed with the SEC on March 2, 1998).
99.4 First Amendment to Rights Agreement, dated as of February
24, 1998, by and between the Company and the Rights Agent.
3.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WONDERWARE CORPORATION
Dated: March 10, 1998 By: /s/ SAM M. AURIEMMA
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Sam M. Auriemma
Vice President, Finance and
Chief Financial Officer
4.
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INDEX TO EXHIBITS
99.1 Rights Agreement, dated as of February 15, 1996, between the
Company and the Rights Agent (incorporated by reference to Exhibit
99.2 to the Company's current report on Form 8-K as filed with
Securities and Exchange Commission ("SEC") on February 16, 1996).
99.2 Agreement and Plan of Merger, dated as of February 24, 1998, by
and among the Company, Purchaser and Merger Sub (incorporated by
reference to Exhibit 99.7 of the Company's Schedule 14D-9 as filed
with the SEC on March 2, 1998).
99.3 Joint Press Release, dated February 24, 1998 (incorporated by
reference to Exhibit 99.1 of the Company's Schedule 14D-9 as filed
with the SEC on March 2, 1998).
99.4 First Amendment to Rights Agreement, dated as of February 24,
1998, by and between the Company and the Rights Agent.
5.
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EXHIBIT 99.4
WONDERWARE CORPORATION
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "AGREEMENT") is made as
of February 24, 1998 between WONDERWARE CORPORATION, a Delaware corporation (the
"COMPANY"), and THE FIRST NATIONAL BANK OF BOSTON (the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent entered into that certain
Rights Agreement dated as of February 15, 1996 (the "RIGHTS AGREEMENT")
(capitalized terms used but not defined herein shall have the meaning assigned
to them in the Rights Agreement); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement as provided below.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and conditions set forth below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to this
Amendment Agreement hereby agree as follows:
AMENDMENT
1. AMENDMENT OF THE RIGHTS AGREEMENT.
1.1 Section 1(a) of the Rights Agreement is hereby amended by the
addition of the following sentence at the end of the Section:
"Notwithstanding the foregoing, any Person who acquires Common Shares
solely in a Permitted Transaction shall not be deemed to be an
"Acquiring Person" for purposes of this Agreement."
1.2 Section 1 is hereby amended by the addition of the following
Section (o):
"(O) "PERMITTED TRANSACTION" means a cash tender offer for the
Company's Common Shares made in accordance with the Agreement and Plan
of Merger dated February 24, 1998, by and among Siebe plc, a United
Kingdom public limited company ("Siebe"), WDR Acquisition Corp. a
Delaware corporation and indirect wholly-owned subsidiary of Siebe
("Purchaser"), WDR Sub Corp., a Delaware corporation and a wholly-owned
subsidiary of Purchaser, and the Company, as such tender offer or
Agreement and Plan of Merger may be amended from time to time as
permitted by the Agreement and Plan of Merger (collectively, the "Merger
Agreement") and a merger effected in accordance with the Merger
Agreement."
1.
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1.3 Clause (iv) of Section 25(a) of the Rights Agreement is hereby
amended by the addition of "except in connection with a Permitted Transaction"
at the end of the clause.
2. NO OTHER AMENDMENT. Except as modified by this Amendment, the Rights
Agreement shall remain in full force and effect without any modification. This
Amendment shall be deemed an amendment to the Rights Agreement and shall become
effective when executed and delivered by the Company and the Rights Agent as
provided under Section 27 of the Rights Agreement.
The foregoing Amendment is hereby executed as of the date first above
written.
THE COMPANY:
WONDERWARE CORPORATION
By: /s/ Sam Auriemma
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Title: Vice President, Finance and Chief Financial Officer
RIGHTS AGENT:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Geoffrey D. Anderson
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Title: Director
2.
