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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
VIASOFT, INC.
(Name Of Subject Company)
VIASOFT, INC.
(Name Of Person(s) Filing Statement)
COMMON STOCK, $0.001 PAR VALUE
(Title Of Class Of Securities)
92552U-10-2
(CUSIP Number Of Class Of Securities)
CATHERINE HARDWICK, ESQ.
3033 NORTH 44TH STREET
SUITE 101
PHOENIX, AZ 85018
(602) 667-2812, EXT. 1922
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of The Person(s) Filing Statement)
WITH COPIES TO:
WILLIAM M. HARDIN, ESQ.
RONDA R. BECKERLEG, ESQ.
OSBORN MALEDON, P.A.
2929 NORTH CENTRAL AVENUE, SUITE 2100
PHOENIX, ARIZONA 85012-2794
(602) 640-9000
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INTRODUCTION
Viasoft, Inc. ("Viasoft") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"),
with respect to the tender offer made by Compuware Corporation, a Michigan
corporation ("Compuware"), and CV Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of Compuware ("Purchaser") to purchase all of the
outstanding Shares. Capitalized terms not defined herein shall have the meanings
assigned thereto in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text thereto:
On August 4, 1999, Compuware and Viasoft issued the press release
attached hereto as Exhibit 12. The information set forth in the press
release is incorporated herein by reference.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text thereto:
Exhibit 12 Press Release dated August 4, 1999.
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.
VIASOFT, INC.
By: /s/ STEVEN D. WHITEMAN
Steven D. Whiteman
Chairman of the Board and Chief
Executive Officer
Dated: August 5, 1999
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EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Schedule 14D-9.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
1 Letter to Shareholders of Viasoft, Inc. dated July 22, 1999.
2 Text of Joint Press Release issued by Compuware and the Company on July
15, 1999.
3 Opinion of Broadview International LLC (included as Annex B to the
Schedule 14D-9).
4 Agreement and Plan of Merger dated as of July 14, 1999, among Viasoft,
Inc., Compuware Corporation and CV Acquisition, Inc.
5 Shareholder Tender and Voting Agreement dated as of July 14, 1999,
among CV Acquisition, Inc. and certain shareholders and option holders
of Viasoft, Inc.
6 Viasoft, Inc. Change in Control Separation Plan dated July 14, 1999.
7 Portions of the Company's definitive Proxy Statement dated October 15,
1998.
8 Confidentiality Agreement between Compuware and Viasoft, Inc. dated as
of June 2, 1999.
9 Amendment to Rights Agreement Between Viasoft, Inc. and Harris Trust
and Savings Bank, as Rights Agent dated as of July 14, 1999.
10 ANNEX A Information Statement
11 ANNEX B Opinion Of Broadview International LLC
12 Press Release dated August 4, 1999*
</TABLE>
* FILED HEREWITH
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Exhibit 12
Compuware and Viasoft, Inc. to Respond to Department of Justice Request
FARMINGTON HILLS, Mich., Aug. 4, 1999 (PRNewswire) -- Compuware Corporation
(Nasdaq: CPWR) and Viasoft, Inc. (Viasoft) (Nasdaq: VIAS) today announced they
have received a request for additional information and documents by the
Antitrust Division of the United States Department of Justice (DOJ). The request
was made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in
conjunction with Compuware's ongoing tender offer for Viasoft. The Companies are
studying the DOJ request and plan to respond. Compuware's tender offer for
Viasoft remains open until August 19, 1999, unless otherwise extended.
Press Contacts:
Christopher M. F. Norris, Director, Corporate Communications and Investor
Relations, Compuware Corporation, 248-737-7506.
Mark Schonau, Senior Vice President of Finance and Administration, Viasoft,
602-808-1096.
Information Agent for the Tender Offer Innisfree M&A Incorporated, 888-750-5834.
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