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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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 and Amendment No. 2 thereto dated August 20, 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 September 20, 1999, Viasoft issued the press release
attached hereto as Exhibit 15. 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 15 Press Release dated September 20, 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.
/s/ Steven D. Whiteman
By:________________________________
Steven D. Whiteman
Chairman of the Board and Chief
Executive Officer
Dated: September 21, 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.
Exhibit
Number Description
- ------ -----------
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.*
* FILED HEREWITH
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EXHIBIT 15
FOR IMMEDIATE RELEASE
COMPUWARE EXTENDS TENDER OFFER FOR VIASOFT, INC.
PHOENIX, ARIZ. (SEPTEMBER 20, 1999) - Viasoft, Inc. (Nasdaq NM: VIAS)
announced today that, pursuant to the Agreement and Plan of Merger between
Compuware 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 Tuesday,
October 12, 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 12, 1999, unless the offer is further extended. The offer was previously
scheduled to expire on September 20, 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 13,839,981
shares of Viasoft, Inc. common stock, or approximately 77% 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.
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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.
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
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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