SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D–9

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)

Click Commerce, Inc.

(Name of Subject Company)

Click Commerce, Inc.

(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

18681D 20 8
(CUSIP Number of Class of Securities)

John M. Tuhey
Vice President, General Counsel and Secretary
Click Commerce, Inc.
233 North Michigan Avenue, 22nd Floor
Chicago, Illinois 60601
(312) 482-9006

With a Copy to:
Mark A. Harris
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606
(312) 372-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     This Amendment No. 2 amends and supplements the Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2006 , as amended (the “Schedule 14D-9”) by Click Commerce, Inc., a Delaware corporation (“Click Commerce”), relating to the offer by ITW Leap Corp., a Delaware corporation (the “Purchaser”), a wholly owned subsidiary of Illinois Tool Works Inc., a Delaware corporation (“ITW”), to purchase all of the issued and outstanding common stock, par value $0.001 per share, of Click Commerce (the “Common Shares”) at a price of $22.75 per share (such price per share, or the highest price paid in the offer, the “Offer Price”), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase, dated September 18, 2006 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is further described in a Tender Offer Statement on Schedule TO (as amended from time to time, the “Schedule TO”) filed by ITW and the Purchaser with the SEC on September 18, 2006. The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2), respectively, to this Statement and are incorporated into this Statement by reference. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 14D-9.

     All information in the Schedule 14D-9 is incorporated in this Amendment No. 2, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8. Additional Information.

     Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following after the final paragraph under the heading “Regulatory Approvals”:

     “On October 20, 2006, ITW, the Purchaser and Click Commerce announced that the acquisition of Click Commerce received clearance from the German Federal Cartel Office.”

Item 9. Exhibits.

     Item 9 is hereby amended and supplemented by adding the following exhibit (filed herewith):

“(a)(7) Joint Press Release issued by the Company and ITW on October 20, 2006 announcing receipt of German antitrust clearance.”

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.

CLICK COMMERCE, INC.
By:	/s/ John M. Tuhey
	Name:	John M. Tuhey
	Title:	Vice President, Secretary and General Counsel

Dated: October 20, 2006

EX-99.(A)(7)

Exhibit (a)(7)

FOR IMMEDIATE RELEASE

Illinois Tool Works Inc. Acquisition of Click Commerce, Inc.
Receives German Antitrust Clearance

GLENVIEW, Ill. and CHICAGO, Ill., October 20, 2006 — Illinois Tool Works Inc. (NYSE: ITW) and Click Commerce, Inc. (Nasdaq: CKCM) announced today that ITW’s acquisition of Click Commerce has received clearance from the German Federal Cartel Office. As previously announced, the parties also received notification of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to the acquisition. As a result, the antitrust conditions to the completion of the acquisition have been satisfied.

ITW’s cash tender offer to purchase all outstanding shares of common stock of Click Commerce for $22.75 per share is scheduled to expire at midnight, New York City time, on Wednesday, October 25, 2006, unless further extended.

Computershare Shareholders Services, Inc., acting as the depositary for the tender offer, has advised ITW that as of 5:00 p.m., New York City time, on Thursday, October 19, 2006, 7,330,101 shares of Click Commerce common stock, representing approximately 60% of all outstanding shares, were validly tendered and not withdrawn, including 445,073 shares tendered pursuant to procedures for guaranteed delivery.

ITW is a $12.8 billion in revenues diversified manufacturer of highly engineered components and industrial systems and consumables. The company consists of approximately 700 business units in 48 countries and employs some 50,000 people.

Click Commerce, Inc., a leading provider of on-demand supply chain management solutions, enables millions of users in 70 countries to collaborate, in real time, with business partners across the extended enterprise. Click Commerce solutions support the unique business processes of multiple industry segments such as manufacturing, aerospace and defense, and high-tech. Click Commerce enables corporations including Alaska Airlines, BASF, Citibank, Delphi, Eastman Kodak Company, Jabil Global Services, Lockheed Martin, Microsoft, Pier 1, Ryder, and Verizon to coordinate and optimize business processes, accelerate revenue, lower costs, and improve customer service.

NOTICE TO INVESTORS

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. ITW and Sub have filed a Tender Offer Statement on Schedule TO, as amended, containing an offer to purchase, letter of transmittal and other documents relating to the tender offer, and Click Commerce has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the Securities and Exchange Commission. ITW and Click Commerce have mailed these documents to Click Commerce stockholders. These documents contain

important information that should be read carefully before any decision is made with respect to the tender offer. ITW and Click Commerce stockholders may obtain a copy of these documents free of charge by contacting Georgeson Inc., the information agent for the offer, at (866) 628-6021 (toll-free). In addition, all of these documents (and all other offer documents filed with the Securities and Exchange Commission) are available at no charge on the Securities and Exchange Commission’s website at http://www.sec.gov.

CONTACT: John Tuhey of Click Commerce, Inc., +1-312-377-3121, or john.tuhey@clickcommerce.com ; or John Brooklier of Illinois Tool Works Inc., +1-847-657-4104, or jbrooklier@itw.com