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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
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) 952-0050
(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 dated July 22, 1999, as
previously supplemented and amended by Amendment No. 1 thereto dated August 5,
1999, Amendment No. 2 thereto dated August 20, 1999 and Amendment No. 3 thereto
dated September 21, 1999 (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(c) of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text thereto:
On October 12, 1999, Viasoft issued the press release attached
hereto as Exhibit 16. The information set forth in the press release is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text thereto:
Exhibit 16 Press Release dated October 12, 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: October 14, 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
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<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.
13 First Amendment to Agreement and Plan of Merger among
Compuware Corporation, CV Acquisition, Inc. and Viasoft, Inc.
dated as of August 18, 1999.
14 Press Release dated August 19, 1999.
15 Press Release dated September 20, 1999.
16 Press Release dated October 12, 1999.*
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* FILED HEREWITH
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EXHIBIT 16
FOR IMMEDIATE RELEASE
COMPUWARE EXTENDS TENDER OFFER FOR VIASOFT, INC.
PHOENIX, ARIZ. (OCTOBER 12, 1999) - Viasoft, Inc. (Nasdaq NM: VIAS)
announced today that, pursuant to the Agreement and Plan of Merger between
Compuware Corporation and Viasoft dated July 14, 1999, as amended, Compuware has
elected to extend the Offer Period until 12:00 midnight, New York City time, on
Friday, October 29, 1999. As a consequence of this extension, holders of Viasoft
common stock may tender or withdraw shares until 12:00 midnight, New York City
time, on October 29, 1999, unless the offer is further extended. The offer was
previously scheduled to expire on October 12, 1999. The extension of the tender
offer is being made to obtain necessary regulatory approval of the ongoing
tender offer.
Based on the latest count of tendered shares, approximately 14,298,262
shares of Viasoft common stock, or approximately 80% of common shares
outstanding, have been validly tendered and not withdrawn pursuant to the tender
offer.
ABOUT VIASOFT
Viasoft is a leader in understanding enterprise applications to help
companies realize the greatest return on their information technology
investments. The Company provides business solutions consisting of specialized
professional services and award-winning software, designed to enable customers
worldwide to cost-effectively manage and evolve their information technology
assets. Headquartered in Phoenix, Ariz., Viasoft provides sales and professional
services through regional offices in the United States, Canada, Australia,
Europe and a growing network of international distributors and resellers. For
more information on Viasoft's services and technology, please visit the
Company's World Wide Web site at www.viasoft.com.
ABOUT COMPUWARE
Compuware productivity solutions help 14,000 of the world's largest
corporations more efficiently maintain and enhance their most critical business
applications. Providing immediate and measurable return on information
technology investments, Compuware products and services improve quality, lower
costs and increase the speed at which systems can be developed, implemented and
supported. Compuware employs approximately 15,000 information technology
professionals worldwide. With trailing 12-month revenues of more than $1.7
billion, Compuware is the world leader in client/server development technology.
For more information about Compuware, please contact the corporate offices at
800-521-9353. You may also visit Compuware on the World Wide Web at
www.compuware.com.
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PRESS CONTACTS:
Mark R. Schonau Christopher M.F. Norris
Senior Vice President, Fin. & Admin. Director, Corporate Communications
Viasoft, Inc. Compuware Corporation
602-952-0050 248-737-7506
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The statements made in this press release that are not historical facts
contain forward-looking information that involves risks and
uncertainties. Important factors that may cause actual results to
differ include, but are not limited to, market demand and acceptance,
the impact of competitive products and services, risks associated with
results and timing of technology development and commercialization, the
Company's ability to manage growth and acquisitions of technology or
businesses, the effect of economic and business conditions including
risks inherent in international operations and the ability to attract
and retain technical personnel, risks associated with, as well as the
Company's ability to manage, a consulting services business and other
risks detailed from time to time in the Company's Securities and
Exchange Commission filings.
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