SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 6)
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SEER TECHNOLOGIES, INC.
(Name of Subject Company)
LEVEL 8 SYSTEMS, INC.
LIRAZ SYSTEMS LTD.
(Bidders)
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Common Stock, par value $0.01 per share
(Title of Class of Securities)
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815780 10 1
(CUSIP Number of Class of Securities)
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Arie Kilman
Level 8 Systems, Inc.
1250 Broadway, 35th Floor
New York, New York 10001
(212) 244-1234
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Bidder)
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Copy to
Edward W. Kerson, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
- --------------------------------------- ---------------------------------------
$1,697,409 (1) $339.48 (2)
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(1) Calculated by multiplying $0.35, the per share cash tender offer price, by
4,849,739, the number of shares of Common Stock being sought in the tender
offer.
(2) Calculated as 1/50 of 1% of the transaction value.
|_| Check 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: Filing Party:
---------------- ------------------
Form or Registration No.: Date Filed:
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Amendment No. 6
This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on February 1,
1999 (the "Schedule 14D-1 Statement"), and relates to the offer by Level 8
Systems, Inc., a corporation organized and existing under the laws of the State
of New York ("Purchaser"), to purchase up to 4,849,739 shares of common stock,
par value $0.01 per share (the "Shares"), of Seer Technologies, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Company"), at a price of $0.35 per Share, net to the seller in cash (subject to
applicable withholding of taxes), upon the terms and subject to the conditions
set forth in Purchaser's Offer to Purchase dated February 1, 1999, as
supplemented by a Supplement dated April 8, 1999 (as so supplemented, 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 filed herewith as Exhibits (a)(1), (a)(2) and (a)(12),
respectively. This Statement constitutes the final amendment to the Schedule
14D-1. Capitalized terms used and not defined herein have the respective
meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
Item 5 is hereby amended to add the following supplemental information:
The Offer expired by its terms at 5:00 p.m., New York City time, on
Thursday, April 15, 1999. Purchaser has accepted for payment and has paid $0.35
net per Share for all the Shares validly tendered in the Offer and not withdrawn
and will acquire the remaining outstanding Shares by means of effecting the
Merger. As a result of the Merger, the Company (as the surviving corporation of
the Merger) will become a wholly-owned subsidiary of Purchaser and the Company's
common stock will be de-registered from the OTC Bulletin Board.
Item 6. Interest in Securities of the Subject Company
Item 6 is hereby amended and restated to read in its entirety as
follows:
(a)-(b) Pursuant to the Offer and upon the occurrence of the Merger,
Purchaser will own all the Shares. A copy of Purchaser's press release dated
April 16, 1999 announcing the expiration of the Offer and acceptance for payment
for the Shares pursuant thereto and its plans to effect the Merger is attached
as Exhibit (a)(13), and the complete text thereof is incorporated herein by
reference.
Upon the occurrence of the Merger, Purchaser will be the record and
beneficial owner of all the issued and outstanding Shares and will have the sole
power to vote and dispose of all such Shares.
Except as set forth above, none of the persons named in Item 2 of this
Statement beneficially owns any shares or has effected any transaction in the
Shares during the past 60 days.
Item 11. Material to Be Filed as Exhibits.
(a)(13) Press Release issued on April 16, 1999
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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.
April 23, 1999
LEVEL 8 SYSTEMS, INC.
By: /s/ Arie Kilman
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Name: Arie Kilman
Title: Chairman of the Board
and Chief Executive Officer
LIRAZ SYSTEMS LTD.
By: /s/ Arie Kilman
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Name: Arie Kilman
Title: Chairman of the Board
and President
<PAGE>
EXHIBIT INDEX
Exhibit No.
(a)(1) Form of Offer to Purchase dated February 1, 1999*
(a)(2) Form of Letter of Transmittal*
(a)(3) Form of Letter to brokers, dealers, commercial banks, trust companies
and nominees*
(a)(4) Form of Letter to clients for use by brokers, dealers, commercial
banks, trust companies and nominees*
(a)(5) Form of Notice of Guaranteed Delivery*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(7) Press release issued on February 1, 1999*
(a)(8) Supplement to the Offer to Purchase dated February 24, 1999*
(a)(9) Press release issued on March 2, 1999*
(a)(10) Press release issued on March 16, 1999*
(a)(11) Press release issued on March 26, 1999*
(a)(12) Supplement to the Offer to Purchase dated April 8, 1999*
(a)(13) Press release issued on April 16, 1999
(b) Not applicable.
(c)(1) Agreement, dated as of November 23, 1998, among Level 8 Systems, Inc.,
Welsh Carson Anderson & Stowe VI, L.P. ("WCAS") and certain parties
affiliated or associated with WCAS is incorporated by reference to
Exhibit 2.1 of Level 8 Systems, Inc.'s Report on Form 8-K filed with
the Securities and Exchange Commission on January 15, 1999.
(c)(2) Amendment No. 1 to Agreement dated as of November 23, 1998 among Level
8 Systems, Inc., Welsh Carson Anderson & Stowe VI, L.P. ("WCAS") and
certain parties affiliated or associated with WCAS dated
April 7, 1999.*
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- -----------------------------
* Previously filed.
Stacy Lipschitz/Lauren Felice
Ruder Finn
212-583-2757/ 212-593-6370
[email protected]/ [email protected]
FOR IMMEDIATE RELEASE
LEVEL 8 SYSTEMS ANNOUNCES COMPLETION OF ITS TENDER
OFFER FOR SEER TECHNOLOGIES, INC.
Seer Merger Positions Level 8 as Leading Player in EAI Market
Cary, North Carolina. April 16, 1999 -Level 8 Systems, Inc. (Nasdaq: LVEL)
announced today the successful completion of its cash tender offer for all of
the outstanding shares of common stock of Seer Technologies, Inc. The tender
offer expired at 5:00 p.m. eastern daylight, on Thursday, April 15, 1999. Today,
Level 8 accepted for payment all of the shares validly tendered and not properly
withdrawn pursuant to the tender offer. Based on preliminary information from
the depositary for the tender offer, approximately 3,380,133 shares, which,
together with 10,987,152 shares already beneficially owned by Level 8, represent
approximately 90.72 percent of Seer's common stock, have been validly tendered
and accepted for payment.
"Level 8's expertise in addressing the application requirements of large
enterprises coupled with Seer's technical expertise and impressive product
development capabilities, enables the combined companies to provide a more
comprehensive solution to meet the needs of the most complex enterprise IT
environments. This merger enables Level 8 to position itself as a leading player
in the emerging enterprise application integration (EAI) market," stated Sam
Somech, president and chief technology officer of Level 8.
"The completion of this tender offer is a significant milestone for Level
8," commented Arik Kilman, chief executive officer of Level 8 Systems. "Over the
past three months, we have successfully integrated Seer and Level 8, and we will
continue to pursue our previously announced strategic direction of the combined
companies."
The Company said it expects it will soon complete the acquisition of the
remaining minority interest in Seer by a merger of a wholly-owned subsidiary
into Seer. As a result of this transaction, the remaining shares of Seer common
stock will be converted into the right to receive $.35 per share.
Level 8 Systems is a premier provider of scalable enterprise application
integration solutions through a combination of technologies and services that
enable organizations to meet
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their information systems development, integration, management and E-commerce
enablement needs. Level 8's software product set includes scalable application
integration and web-enablement tools, message-oriented middleware, and
application development and management engines. Level 8 has more than 320
employees worldwide and has its corporate headquarters in Cary, North Carolina,
and offices in the North America, Europe, and Australia. Please visit the
company's website at http://www.level8.com for more information on Level 8 and
its products and services.
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