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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
C-ATS SOFTWARE, INC.
(Name of Subject Company)
MOXIE ACQUISITION CORP.
KIRSTY, INC.
MISYS PLC
(Bidders)
Common Stock, Par Value $0.001 per Share
(Title of Class of Securities)
124778-10-1
(CUSIP Number of Class of Securities)
ROSS K. GRAHAM
MISYS PLC
BURLEIGH HOUSE
SALFORD PRIORS
EVESHAM, WORCS WR11 5SH
ENGLAND
011-44-138-687-1373
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications On Behalf of Bidders)
COPY TO:
PAUL H. WILSON, JR., ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
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This Amendment No. 1 amends and supplements the information set forth in
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by
Moxie Acquisition Corp., Kirsty, Inc., and Misys plc ("Parent") on December 18,
1998, with respect to shares of common stock, par value $0.001 per share, of
C-ATS Software Inc. (the "Company"). Unless otherwise indicated, the capitalized
terms used herein shall have the meanings specified in the Schedule 14D-1,
including the Offer to Purchase filed as Exhibit (a)(1) thereto.
ITEM 10. ADDITIONAL INFORMATION
The response to Item 10 is hereby amended by the addition of the following
paragraph after the final sentence of Item 10:
On December 23, the Company and Parent jointly announced that the Federal
Trade Commission granted early termination of the Hart-Scott-Rodino waiting
period, effective December 22, with respect to the Merger. A copy of the press
release announcing the early termination is filed as Exhibit (a)(10) and is
incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 11 is hereby amended by making the following
alteration and by adding the following new exhibit:
(a)(7) Form of Summary Advertisement dated December 18, 1998.
(a)(10) Text of joint Press Release Dated December 23, 1998, issued by
Misys plc and the Company.
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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.
Dated: December 23, 1998
MOXIE ACQUISITION CORP.,
By /s/ Ross K. Graham
-----------------------------------
Name: Ross K. Graham
Title: Secretary
KIRSTY, INC.,
By /s/ Ross K. Graham
-----------------------------------
Name: Ross K. Graham
Title: Vice President
MISYS PLC,
By /s/ Ross K. Graham
-----------------------------------
Name: Ross K. Graham
Title: Secretary
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EXHIBIT INDEX
(a)(10) Text of joint Press Release Dated December 23, 1998, issued by Misys
plc and the Company.
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Exhibit(a)(10)
For Immediate Release
Contact: Contact:
Misys plc C-ATS Software Inc.
Burleigh House 1870 Embarcadero Road
Salford Priors Palo Alto, CA 94303
Evesham, WORCS WR 11 5SH USA
ENGLAND Kristen Fuller, VP Corporate Marketing
Kevin Lomax, Chairman David Gilbert, President
Phone: 011-44-138-687-1373 Phone: 650-321-3000
FTC Grants Early Termination of Hart-Scott-Rodino
Waiting Period with Respect to Proposed
Acquisition of C-ATS Software Inc. by Misys plc
Palo Alto, California, December 23, 1998--C-ATS Software Inc. (NASDAQ: CATX) and
Misys plc, a company publicly traded on the London Stock Exchange, jointly
announced today that the Federal Trade Commission granted early termination of
the Hart-Scott-Rodino waiting period, effective December 22, with respect to
the previously announced cash tender offer for all outstanding shares of C-ATS
Software Inc. by Misys plc.
As was previously announced, C-ATS Software Inc. and Misys plc signed a merger
agreement on December 14, 1998, pursuant to which Misys has agreed to acquire
all of the outstanding stock of C-ATS Software Inc. at $7.50 a share, subject to
the conditions set forth in the agreement. Misys plc launched a tender offer for
all of the outstanding stock of C-ATS Software Inc. on December 18, 1998.
The tender offer is scheduled to expire at 12:00 midnight, New York City time,
on Tuesday, January 19, 1999, unless the offer is extended. The offer is made
only pursuant to the Offer to Purchase and the related Letter of Transmittal.
Misys plc is the United Kingdom's largest independent computer solutions group
and one of the ten largest applications software companies in the world. Its
principal activities are the development and licensing of application software
products to customers in well defined vertical markets, together with
transaction processing and professional services.
C-ATS Software Inc. is the premier provider of integrated risk management
solutions and implementation services, from the desktop to the enterprise. The
firm is headquartered in Palo Alto, California, and has sales and support
offices throughout the world. Its products are licensed to leading financial
institutions around the globe, including a third of the world's 50 largest
commercial banks. For more information on C-ATS and its solutions visit
www.cats.com.
