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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
VIASOFT, INC.
(Name of Subject Company)
VIASOFT, INC.
(Name of Co-Offeror and Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
92552U-10-2
(CUSIP Number of Class of Securities)
CATHERINE HARDWICK, ESQ.
4343 E. CAMELBACK ROAD, SUITE 205
PHOENIX, ARIZONA 85018
TELEPHONE: (602) 667-2812
FACSIMILE: (602) 667-4233
(Name, address, and telephone numbers of person
authorized to receive notices and
communications on behalf of filing person)
With copies to:
WILLIAM M. HARDIN, ESQ.
RONDA R. BECKERLEG, ESQ.
JENNIFER S.E. DORRIS, ESQ.
OSBORN MALEDON, P.A.
2929 NORTH CENTRAL AVENUE, SUITE 2100
PHOENIX, ARIZONA 85012-2794
TELEPHONE: (602) 640-9000
FACSIMILE: (602) 640-9050
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C> <C>
$155,653,952.00 N/A
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[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $31,131.00
Form or registration no.: Schedule TO
Filing party: Allen Systems Group, Inc.
ASG Sub, Inc.
Viasoft, Inc.
Date filed: May 4, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of a tender offer: [ ]
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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (this "Statement"), dated May 26, 2000, filed by Viasoft, Inc., a
Delaware corporation (the "Company" or "Viasoft"), with the Securities and
Exchange Commission relating to the tender offer by the Company, made as part of
a combined tender offer with ASG Sub, Inc., a Delaware corporation ("ASG Sub"),
a wholly-owned subsidiary of Allen Systems Group, Inc. ("Allen Systems"), to
purchase all of the outstanding shares of common stock, par value $0.001 per
share (the "Common Stock") of the Company, together with the associated
preferred share purchase rights issued pursuant to the Rights Agreement, dated
as of April 20, 1998, as amended between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights" and, together with the Common Stock,
the "Shares"), tendered pursuant to the tender offer at a purchase price of
$8.40 per Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 4, 2000
(the "Offer to Purchase"), and in the related Letter of Transmittal (which
together with any amendments or supplements thereto, collectively constitute the
"Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2) to the
Tender Offer Statement on Schedule TO originally filed by ASG Sub, Allen Systems
and the Company on May 4, 2000 (the "Initial Schedule TO"), which, as amended as
set forth in Amendment No. 1 to the Initial Schedule TO ("Amendment No. 1 to the
Initial Schedule TO"), Amendment No. 2 to the Initial Schedule TO ("Amendment
No. 2 to the Initial Schedule TO") and Amendment No. 3 to the Initial Schedule
TO ("Amendment No. 3 to the Initial Schedule TO"), is hereby expressly
incorporated herein by reference.
The information in the Offer to Purchase, including all schedules and
annexes thereto, as amended as set forth in Amendment No. 1 to the Initial
Schedule TO, Amendment No. 2 to the Initial Schedule TO and Amendment NO. 3 to
the Initial Schedule TO, is hereby expressly incorporated herein by reference in
response to all the Items of this Statement, except as otherwise set forth
below.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented by the
addition of the following thereto:
The Offer expired at 12:00 midnight, Eastern time, on Friday, June 2,
2000 (the "Expiration Date"). Based upon a preliminary report from Equiserve,
the depositary for the Offer, as of the Expiration Date, 16,926,908 Shares were
validly tendered and not withdrawn (including Shares delivered pursuant to
guaranteed delivery) pursuant to the Offer, representing approximately 93% of
the outstanding Shares. ASG Sub and the Company have accepted these Shares for
payment (excluding Shares subject to guarantee of delivery, which shall be
accepted and paid for upon completion of delivery). Allen Systems, ASG Sub and
the Company are expected to make payment for the accepted Shares on Monday, June
5, 2000 or promptly thereafter.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by the
addition of the following thereto:
On June 5, 2000, Viasoft and Allen Systems issued a joint press release
announcing the preliminary results of the Offer, a copy of which is attached
hereto as Exhibit (a)(11) to this Final Amendment to the Schedule TO and is
incorporated herein by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by the
addition of the following exhibit:
(a)(11) Joint Press Release of ASG Sub, Allen Systems and the
Company, dated June 5, 2000.
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SIGNATURES
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.
VIASOFT, INC.
By: /s/ Kristine Kennedy Rieger
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Name: Kristine Kennedy Rieger
Title: Senior Vice President,
Secretary and General Counsel
Date: June 5, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
(a)(11) Joint Press Release of ASG Sub, Allen Systems and the Company, dated
June 5, 2000.
