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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 2
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. 2 amends and supplements the information set forth in
the Tender Offer Statement on Schedule 14D-1 as heretofore amended (the
"Schedule 14D-1") filed with the Securities and Exchange Commission (the
"Commission") on December 18, 1998 by Misys plc, a public limited company
organized under the laws of England ("Parent"), Kirsty, Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent, and Moxie Acquisition Corp.
(the "Purchaser"), a Delaware corporation and an indirect wholly-owned
subsidiary of Parent, and amended on December 23, 1998, to purchase all
outstanding shares of Common Stock, par value $0.001 per share (the "Shares"),
of C-ATS Software Inc., a Delaware corporation (the "Company"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated December
18, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any amendments or supplemented thereto, constitute the
"Offer"). 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 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY
The response to Item 6 is hereby amended and supplemented by adding the
following information thereto:
At 12:00 midnight, New York City time, on January 19, 1999, the Offer
expired. A total of 6,897,493 Shares (excluding Shares tendered by guaranteed
delivery) were tendered and accepted for payment, representing approximately
96.66% of the Shares outstanding.
ITEM 10. ADDITIONAL INFORMATION
The response to Item 10 is hereby amended and supplemented by adding the
following information thereto:
On January 20, 1999, Parent issued two press releases announcing the
successful completion of the Offer and Parent's intention to complete the
acquisition of the Company promptly by effecting a merger between the Purchaser
and the Company. Copies of the press releases are attached hereto as Exhibits
(a)(11) and (a)(12) and are incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 11 is hereby amended by adding the following new
exhibits:
(a)(11) Text of Press Release Dated January 20, 1999, issued by Misys plc.
(a)(12) Text of Press Release Dated January 20, 1999, issued by Misys plc.
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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: January 20, 1999
MOXIE ACQUISITION CORP.,
By /s/ ROSS K. GRAHAM
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Name: Ross K. Graham
Title: Secretary
KIRSTY, INC.,
By /s/ ROSS K. GRAHAM
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Name: Ross K. Graham
Title: Vice President
MISYS PLC,
By /s/ ROSS K. GRAHAM
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Name: Ross K. Graham
Title: Secretary
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EXHIBIT INDEX
(a)(11) Text of Press Release Dated January 20, 1999, issued by Misys plc.
(a)(12) Text of Press Release Dated January 20, 1999, issued by Misys plc.
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EXHIBIT (a)(11)
FOR IMMEDIATE RELEASE
CONTACT:
Misys plc
Burleigh House
Salford Priors
WORCS WR11 5SH
ENGLAND
Ross Graham, Corporate Development Director
Phone: 011-44-171-395-6900
MISYS PLC ANNOUNCES THAT MORE THAN 96%
OF THE SHARES OF C-ATS SOFTWARE INC.
HAVE BEEN ACCEPTED FOR PAYMENT IN ITS TENDER OFFER
ENGLAND, JANUARY 20, 1999 -- Misys plc announced today that its indirect
wholly-owned subsidiary, Moxie Acquisition Corp., has accepted for payment
6,897,493 shares of common stock, $0.001 par value, of C-ATS Software Inc.
(NASDAQ: "CATX") at $7.50 per share, pursuant to Misys' tender offer which
expired at 12:00 midnight, New York City time, on January 19, 1999.
As a result of the tender offer, Moxie Acquisition Corp. currently owns
approximately 96.66% of the outstanding shares of C-ATS' common stock, and Misys
anticipates prompt consummation of a merger of Moxie Acquisition Corp. with and
into C-ATS, whereby C-ATS will become an indirect wholly-owned subsidiary of
Misys.
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 a 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.
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EXHIBIT (a)(12)
20(th) January 1999
TO: CITY EDITORS
FOR IMMEDIATE RELEASE
MISYS PLC -- RECOMMENDED TENDER OFFER FOR C-ATS SOFTWARE INC ("C-ATS")
The Board of Misys plc ("Misys") announces that as at midnight New York City
time on 19(th) January 1999, approximately 6.90 million shares of C-ATS common
stock (accounting for approximately 96.7 per cent. of C-ATS' share capital) had
been tendered into Misys' tender offer. Misys has accepted all such shares for
purchase at $7.50 in cash per C-ATS share and the tender offer has therefore now
been made unconditional. Settlement for the tendered C-ATS shares will take
place on or about 22(nd) January 1999. Misys intends to acquire the balance of
the C-ATS shares pursuant to a 'short-form' merger which is expected to be
effected during the week commencing 25(th) January 1999.
-ENDS-
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Enquiries:
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Ross Graham Corporate Development Director, Misys plc 0171 395 6900
Simon Borrows Greenhill & Co., LLC 0171 440 0400
Deborah Walter Gavin Anderson & Company 0171 457 2345
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