-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O8hgZUcvZUwXPYU8qb+c62nQRwGMz/r79iE5GCl+53trmx4AUHt4NBzkE+3qHc7/ lpUF8LjT83iAlODpo2cqIA== 0000905718-05-000239.txt : 20050930 0000905718-05-000239.hdr.sgml : 20050930 20050930132230 ACCESSION NUMBER: 0000905718-05-000239 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050930 DATE AS OF CHANGE: 20050930 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: E PIPHANY INC CENTRAL INDEX KEY: 0001089613 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770443392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58175 FILM NUMBER: 051113488 BUSINESS ADDRESS: STREET 1: 475 CONCAR DRIVE STREET 2: 475 CONCAR DRIVE CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6504962430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SSA GLOBAL TECHNOLOGIES, INC CENTRAL INDEX KEY: 0001205431 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 841542338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 W. MADISON STREET 2: SUITE 2200 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 312-258-6000 MAIL ADDRESS: STREET 1: 500 W. MADISON STREET 2: SUITE 2200 CITY: CHICAGO STATE: IL ZIP: 60661 FORMER COMPANY: FORMER CONFORMED NAME: SSA GLOBAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20021109 SC 13D/A 1 sc13dam1epip.txt SC13DAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 1)* E.PIPHANY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 26881V100 - -------------------------------------------------------------------------------- (CUSIP Number) Kirk Isaacson, Executive Vice with a copy to: President and General Counsel Robert G. Minion, Esq. SSA Global Technologies, Inc. Lowenstein Sandler PC 500 West Madison, Suite 2200 65 Livingston Avenue Chicago, Illinois 60661 Roseland, New Jersey 07068 (312) 258-6231 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Cusip No. 26881V100 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): SSA Global Technologies, Inc. (I.R.S. No. 84-1542338) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC, OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 1* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 0 -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 1* -------------------------------------- Person With 10) Shared Dispositive Power: 0 -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 100.0%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- * Pursuant to an Agreement and Plan of Merger, dated as of August 3, 2005, by and among SSA Global Technologies, Inc. ("SSA"), SSA-E Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of SSA (the "Merger Sub"), SSA-E Acquisition Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of SSA, and E.piphany, Inc., a Delaware corporation (the "Company"), Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of SSA (the "Merger"). Upon consummation of the Merger, each issued and outstanding share of common stock of the Merger Sub was converted into and became one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (and is the only issued and outstanding capital stock of the Company). SSA holds, and possesses sole power to vote and direct the disposition of, the sole share of common stock of the Company (the "Shares") deemed issued and outstanding as of September 29, 2005. Thus, as of September 29, 2005, for the purposes of Reg. Section 240.13d-3, SSA is deemed to beneficially own 1 Share, or 100.0% of the Shares deemed issued and outstanding as of that date. See Item 3, Item 4 and Item 5 of this Schedule 13D, as amended, for further information. Item 1. Security and Issuer. ------------------- The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.01 per share (the "Shares"), of E.piphany, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 475 Concar Drive, San Mateo, California 94402. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Pursuant to an Agreement and Plan of Merger, dated as of August 3, 2005, by and among SSA, SSA-E Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of SSA (the "Merger Sub"), SSA-E Acquisition Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of SSA (the "Acquisition Sub"), and the Company (the "Merger Agreement"), Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of SSA. Immediately prior to the completion of the merger, the Company sold substantially all of its intellectual property assets to Acquisition Sub for a purchase price of $14,227,000 in cash. Each share of the common stock of E.piphany, Inc. outstanding immediately prior to the Effective Time (as defined in the Merger Agreement), other than treasury shares and those shares held by stockholders who perfect their appraisal rights, were converted into the right to receive in the aggregate $4.20 in cash, without interest, as a result of the cash consideration payable pursuant to the Merger Agreement. E.piphany, Inc. stockholders prior to the Effective Time that perfected their appraisal rights under Delaware law will receive, in lieu of merger consideration, payment in cash for the fair value of their shares determined in accordance with Delaware law. Treasury shares were canceled immediately prior to the Effective Time. All funds used to effect the commitments outlined above pursuant to the Merger Agreement came, and will come, directly from the assets of SSA. Item 4. Purpose of Transaction. ---------------------- Pursuant to the Merger Agreement, among other things, (i) the Acquisition Sub purchased certain intellectual property assets of the Company, (ii) the Merger Sub merged with and into the Company, (iii) the Company continued in existence, as the surviving corporation in the Merger (the "Surviving Corporation"), (iv) the Surviving Corporation became a wholly owned subsidiary of SSA, (v) each share of the common stock of E.piphany, Inc. issued and outstanding immediately prior to the Effective Time was converted into the right to receive $4.20 in cash, (vi) the directors and officers of the Surviving Corporation shall be the existing directors and officers, respectively, of the Merger Sub immediately prior to the Effective Time, (vii) the Amended and Restated Certificate of Incorporation, as amended, of the Company as in effect immediately prior to the Effective Time shall be amended in its entirety as provided for in the Merger Agreement, and as so amended shall be the Restated Certificate of Incorporation of the Surviving Corporation until further amended, and (viii) the by-laws of the Company shall be amended in its entirety as provided for in the Merger Agreement, and as so amended shall be the by-laws of the Surviving Corporation until further amended. In addition, SSA intends to (and has taken steps to) cause the common stock of E.piphany, Inc. to be delisted from the Nasdaq National Market and to terminate registration of such shares pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. Item 5. Interest in Securities of the Issuer. ------------------------------------ Upon consummation of the Merger, each issued and outstanding share of common stock of the Merger Sub was converted into and became one fully paid and nonassessable Share (and is the only issued and outstanding capital stock of the Surviving Corporation). As a result of the Merger, there was 1 Share deemed issued and outstanding as of September 29, 2005. SSA holds, and possesses sole power to vote and direct the disposition of, the sole Share deemed issued and outstanding as of September 29, 2005. Thus, as of September 29, 2005, for the purposes of Reg. Section 240.13d-3, SSA is deemed to beneficially own 1 Share, or 100.0% of the Shares deemed issued and outstanding as of that date. Neither SSA, nor to the knowledge of SSA any person or entity named on Schedule A annexed hereto, has effected any transactions in Shares, or securities convertible into, exercisable for or exchangeable for Shares, since the date of event (August 3, 2005) which required the filing by SSA of the Schedule 13D with respect to E.piphany, Inc. (except for the consummation of the Merger described herein). 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. September 29, 2005 SSA GLOBAL TECHNOLOGIES, INC. By: /s/ Kirk Isaacson --------------------------------------------------- Name: Kirk Isaacson Title: Executive Vice President and General Counsel Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----