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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SIMWARE INC.
(NAME OF SUBJECT COMPANY)
NETMANAGE BID CO.
PRESTON DELAWARE ACQUISITION CORPORATION
NETMANAGE, INC.
(BIDDERS)
COMMON SHARES, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
829219104
(CUSIP NUMBER OF CLASS OF SECURITIES)
CLIFF MOORE
NETMANAGE, INC.
10725 N. DEANZA BLVD.
CUPERTINO, CALIFORNIA 95014
(408) 973-7171
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
MICHAEL J. DANAHER
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (as amended, the "Schedule 14D-1") originally filed on
October 1, 1999, relating to the offer by NetManage Bid Co. (the "Purchaser"),
a wholly-owned subsidiary of NetManage, Inc. (the "Parent"), to purchase all of
the outstanding common shares of Simware Inc. (the "Company") at a purchase
price of $3.75 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and Offering Circular, dated October 1, 1999 and the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"). Capitalized terms not defined herein have the meanings
assigned thereto in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, New York City time, on
Friday, October 29, 1999. A total of 6,802,282 Shares were tendered pursuant to
the Offer, which represent approximately 91.4% of all outstanding common shares
of the Company.
ITEM 10. ADDITIONAL INFORMATION.
A copy of the press release issued by Purchaser, Parent and
Sub on November 1, 1999, announcing the successful completion of the Offer and
Parent's intention to effect a compulsory acquisition pursuant to the Canada
Business Corporations Act is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press release issued by Purchaser, Parent and Sub on November 1,
1999.
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SIGNATURE
After due 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.
November 1, 1999
NETMANAGE BID CO.
/s/ GARY ANDERSON
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Gary Anderson, Chief Financial Officer
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PRESTON DELAWARE ACQUISITION CORPORATION
/s/ GARY ANDERSON
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Gary Anderson, Chief Financial Officer
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NETMANAGE, INC.
/s/ GARY ANDERSON
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Gary Anderson, Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
(a)(9) Press release issued by Purchaser, Parent and Sub on November 1,
1999.
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EXHIBIT (A)(9)
FOR IMMEDIATE RELEASE:
CONTACT:
GRACE PROTOS
MACKENZIE PARTNERS
(212) 929-5500
NETMANAGE, INC. ANNOUNCES EXPIRATION OF
TENDER OFFER FOR SHARES OF SIMWARE INC.
CUPERTINO, CA -- November 1, 1999 -- NetManage Bid Co., an indirect wholly-owned
subsidiary of NetManage, Inc. (Nasdaq: NETM) announced today the expiration, on
October 29, 1999, of its offer to purchase all of the outstanding common shares
of Simware Inc. (Nasdaq: SIMW).
Approximately 6,860,282 common shares were deposited under the offer prior to
midnight on October 29, 1999, representing approximately 91.4% of the
outstanding common shares of Simware Inc. Approximately 7.4% of the common
shares deposited were deposited pursuant to Notice of Guaranteed Delivery.
All of the conditions of the offer have been satisfied. NetManage Bid Co. will
instruct the Depositary to accept for payment, take up and pay for the shares.
NetManage Bid Co. intends to exercise its right to acquire all of the remaining
common shares of Simware, Inc. which were not deposited under the offer
pursuant to the compulsory acquisition provisions of the Canada Business
Corporations Act.
Further information is available from the Information Agent, MacKenzie
Partners, Inc. at (212) 929-5500 or (800) 322-2885.
