-----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, AZdf7VA2c2pxv1eSDhWNntGRK3Tn5a16lLnvWv6ZhVbamBG0XQafHu0WHXcEr+9X wdrT6vzqV1kY1rJSbMd0dQ== 0001193125-04-011988.txt : 20040130 0001193125-04-011988.hdr.sgml : 20040130 20040130150710 ACCESSION NUMBER: 0001193125-04-011988 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STELLENT INC CENTRAL INDEX KEY: 0000867347 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411652566 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43502 FILM NUMBER: 04555653 BUSINESS ADDRESS: STREET 1: 7777 GOLDEN TRIANGLE DRIVE STREET 2: . CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9529032000 MAIL ADDRESS: STREET 1: 7777 GOLDEN TRIANGLE DRIVE STREET 2: . CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: INTRANET SOLUTIONS INC DATE OF NAME CHANGE: 19960808 FORMER COMPANY: FORMER CONFORMED NAME: MACGREGOR SPORTS & FITNESS INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: VIDA VENTURES LTD /MN/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIKA INC CENTRAL INDEX KEY: 0001014920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954154552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7450 CAMPUS DR 2ND FLOOR STREET 2: STE 200 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 BUSINESS PHONE: 7195489800 MAIL ADDRESS: STREET 1: 7450 CAMPUS DR 2ND FLOOR STREET 2: STE 200 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 FORMER COMPANY: FORMER CONFORMED NAME: OPTIKA IMAGING SYSTEMS INC DATE OF NAME CHANGE: 19960520 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13-D Amendment No. 1 to Schedule 13-D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Stellent, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

85856W105

(CUSIP Number)

 

Steven M. Johnson

Optika Inc.

7450 Campus Drive, Suite 200

Colorado Springs, Colorado 80920

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

January 27, 2004

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

Page 1 of 5

CUSIP No. 6839731 10 1   13D   Page 2 of 5

 

 

  1.  

Names of Reporting Persons.     I.R.S. Identification Nos. of above persons (entities only).

 

Optika Inc.        95-4154552

    
  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)

 

OO

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

Delaware

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

N/A

  8.    Shared Voting Power

 

3,050,882 shares of common stock(1)

  9.    Sole Dispositive Power

 

N/A

10.    Shared Dispositive Power

 

N/A

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,050,882 Shares

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

13.34%(2)

    
14.  

Type of Reporting Person (See Instructions)

 

CO

    

 

(1) Beneficial ownership of 2,376,329 shares and options to purchase 674,553 shares exercisable within 60 days of January 27, 2004 of the common stock, par value $0.01 per share (the “Stellent Common Stock”), of Stellent, Inc., a Minnesota corporation (“Stellent”), referred to herein is being reported hereunder solely because Optika Inc., a Delaware corporation (“Optika”), may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4. Neither the filing of this statement nor any of its contents will be deemed to constitute an admission by Optika that it is the beneficial owner of any of the Stellent capital stock referred to herein

 

Page 2 of 5

for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The calculation of the foregoing percentage is based on 22,192,264 shares of Stellent Common Stock outstanding as of January 11, 2004 as represented by Stellent and the issuance of 674,553 shares of Stellent Common Stock upon the exercise of outstanding options that either are vested or will vest within 60 days of January 27, 2004 as identified in note 1 above.

 

This Amendment No. 1 amends and supplements the statement on Schedule 13D (the “Schedule 13D”) originally filed with the SEC on January 21, 2004 by Optika relating to the Stellent Common Stock. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented by adding the following thereto:

 

Pursuant to Amendment No. 1 dated as of January 27, 2004 (“Amendment No. 1”), the Voting Agreement was amended by each of the parties thereto so as to provide that, notwithstanding anything to the contrary in the Voting Agreement, until such time as Optika’s acquisition of the beneficial ownership of shares of Stellent common stock shall have received the approvals required under Section 302A.673, subd. 1, of the Minnesota Statutes (the “Minnesota Control Share Statute”), neither the Voting Agreement nor the irrevocable proxies delivered pursuant thereto shall represent, in the aggregate, more than 9.9% of the outstanding shares of Stellent Common Stock. A copy of Amendment No. 1 is attached hereto as Exhibit 1. As a result of Amendment No. 1, Optika’s beneficial ownership interest in the Stellent Common Stock may be deemed to have decreased from 13.34% as of January 11, 2004 to 9.9% as of January 27, 2004.

 

On January 28, 2004, an independent committee of the board of directors of Stellent approved, in accordance with the Minnesota Control Share Statute, Optika’s acquisition of the beneficial ownership of shares of Stellent’s common stock under the Voting Agreement and the irrevocable proxies delivered pursuant thereto. As a result of this Stellent board action and in accordance with Amendment No. 1, Optika’s beneficial ownership may be deemed to have increased from 9.9% as of January 27, 2004 to 13.34% as of January 28, 2004, and therefore identical to the beneficial ownership reported by Optika in the 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented by incorporating herein the information set forth under Item 4 of this Amendment No. 1.

 

Page 3 of 5

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Other than the matters disclosed in response to Items 4 and 5 above, neither Optika nor, to the best of its knowledge, any of its officers or directors is a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Stellent, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Notwithstanding the foregoing, Optika is obligated to pay Revolution Partners for investment banking and financial advisory fees in connection with the Merger.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit No.
   

Description

1    Amendment No. 1 to Voting Agreement, dated as of January 27, 2004, among certain officers of Stellent, Inc. and Optika Inc.

 

Page 4 of 5

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: January 30, 2004

      

OPTIKA INC.

           

/s/ Steven M. Johnson

           

Steven M. Johnson

Executive Vice President,

Chief Financial Officer and Secretary

 

Page 5 of 5

EX-1 3 dex1.htm AMENDMENT NO. 1 TO VOTING AGREEMENT Amendment No. 1 to Voting Agreement

Exhibit 1

 

AMENDMENT NO. 1

TO

VOTING AGREEMENT

 

This Amendment No. 1 (this “Amendment”) is entered into as of the 27th day of January, 2004 among Optika Inc., a Delaware corporation (the “Company”), and the persons listed on the signature page hereto, each of whom is a holder (a “Shareholder”) of shares of common stock of Stellent, Inc., a Minnesota corporation (the “Buyer”).

 

Recitals

 

A. The Company and the Shareholders entered into a voting agreement dated as of January 11, 2004 (the “Original Agreement”).

 

B. The Company and the Shareholders desire to amend the Original Agreement in certain respects.

 

Amendment

 

Therefore, the parties agree as follows:

 

1. Maximum Percentage of Shares Covered. The Original Agreement is hereby amended by adding a new Section 1(c) thereto to read as follows:

 

“(c) Notwithstanding anything to the contrary in this Agreement or the irrevocable proxies executed and delivered pursuant to Section 1(b), until such time as the Company’s acquisition of beneficial ownership of shares of common stock of the Buyer under this Agreement and such proxies shall have received the approval required under Section 302A.673, subd. 1, of the Minnesota Statutes, neither this Agreement nor such proxies shall apply to shares representing, in the aggregate, more than 9.9% of the outstanding shares of common stock of the Buyer.”

 

2. Miscellaneous. Except as specifically set forth herein, all terms and provisions of the Original Agreement remain in full force and effect with no other modification or waiver. This Amendment may be executed in two or more counterparts, each which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

 

[Signature Page Follows]

The undersigned have executed this Amendment as of the date first written above.

 

IN WITNESS WHEREOF, each of the parties have signed this Agreement as of the date first written above.

 

OPTIKA INC.

By:

  

s/s Mark K. Ruport

   

Mark K. Ruport

    Chief Executive Officer
   

s/s Robert F. Olson

   

Robert F. Olson

   

s/s Kenneth H. Holec

   

Kenneth H. Holec

   

s/s Philip E. Soran

   

Philip E. Soran

   

s/s Raymond A. Tucker

   

Raymond A. Tucker

   

s/s Steven C. Waldron

   

Steven C. Waldron

   

s/s Gregg A. Waldon

   

Gregg A. Waldon

   

s/s David S. Batt

   

David S. Batt

   

s/s Frank A. Radichel

   

Frank A. Radichel

   

s/s Daniel P. Ryan

   

Daniel P. Ryan

 

2

IRREVOCABLE PROXY

 

The undersigned, revoking any proxy heretofore given, hereby constitutes and appoints each of Mark K. Ruport and Steven M. Johnson the true and lawful attorney, with full power of substitution, for and in the name of the undersigned to vote, at any time before the Termination (defined below), all shares of common stock of Stellent, Inc., a Minnesota corporation (the “Buyer”), or other shares of capital stock of the Buyer entitled to vote on the business to be transacted, (1) registered in the name of the undersigned at the record date for such vote, or (2) except as set forth below, over which the undersigned has voting power by power of attorney or other contractual arrangements with the owner of record (collectively, the “Shares”), at any meeting of the shareholders of the Buyer, and at all adjournments thereof, and pursuant to any consent of the shareholders in lieu of a meeting or otherwise, in favor of approval of the Stock Issuance (defined below); provided, however, that until such time as the Company’s acquisition of beneficial ownership of Shares under this Proxy shall have received the approval required under Section 302A.673, subd. 1, of the Minnesota Statutes, this Proxy shall not apply to any Shares that would cause the proxies appointed hereby to have the right to vote, in the aggregate, more than 9.9% of the outstanding shares of common stock of the Buyer.

 

This Proxy is given with respect to the approval of the issuance of shares of common stock of the Buyer (the “Stock Issuance”) pursuant to the Agreement and Plan of Merger among the Buyer, STEL Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Buyer, and Optika Inc., a Delaware corporation (the “Company”), dated as of January 11, 2004 (the “Merger Agreement”). This Proxy is given to induce the Company to enter into the Merger Agreement, is coupled with an interest, and is irrevocable; provided, that this Proxy will terminate automatically and without further action on behalf of the undersigned upon the termination of the Voting Agreement, dated as of the date hereof, among the Company and each of the persons and entities listed on Annex A thereto (the “Termination”).

 

Notwithstanding clause (2) of the first paragraph above, this Proxy will not include any shares of capital stock of the Buyer that are not subject to clause (1) of the first paragraph above for which the undersigned’s only voting power results from the undersigned having been named as proxy pursuant to the proxy solicitation conducted by the Buyer’s Board of Directors in connection with a meeting of the shareholders of the Buyer and over which the undersigned does not otherwise have voting power with respect thereto.

 

The undersigned hereby ratifies and confirms all that the proxies named herein may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of this January 27, 2004.

 

s/s Robert F. Olson    

Robert F. Olson

-----END PRIVACY-ENHANCED MESSAGE-----