-----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, UpzFCEiPevvGsg1/h0C1TQBK+h0UcsWhYdFQYKQfsA8WXIKqjELJFNwO5dq5tGb4 2f0RdKsKNhmM18jGupPStw== 0000893220-02-000883.txt : 20020710 0000893220-02-000883.hdr.sgml : 20020710 20020710164753 ACCESSION NUMBER: 0000893220-02-000883 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILVERSTREAM SOFTWARE INC CENTRAL INDEX KEY: 0001042282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 043318325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58265 FILM NUMBER: 02700302 BUSINESS ADDRESS: STREET 1: TWO FEDERAL ST CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 9782623000 MAIL ADDRESS: STREET 1: TWO FEDERAL ST CITY: BILLERICA STATE: MA ZIP: 01821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVELL INC CENTRAL INDEX KEY: 0000758004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870393339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1800 SOUTH NOVELL PLACE CITY: PROVO STATE: UT ZIP: 84606 BUSINESS PHONE: 8018617000 MAIL ADDRESS: STREET 1: 1800 SOUTH NOVELL PLACE CITY: PROVO STATE: UT ZIP: 84606 SC TO-T/A 1 w62157a2sctovtza.txt SCHEDULE TO-T/A SILVERSTREAM SOFTWARE, INC.,NOVELL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) SILVERSTREAM SOFTWARE, INC. (NAME OF SUBJECT COMPANY (ISSUER)) DELAWARE PLANET INC. NOVELL, INC. (NAMES OF FILING PERSONS (OFFERORS)) COMMON STOCK, $0.001 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 827907106 (CUSIP NUMBER OF CLASS OF SECURITIES) JOSEPH A. LASALA, JR., ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY NOVELL, INC. 8 CAMBRIDGE CENTER CAMBRIDGE, MA 02142 (617) 374-9800 (NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) Copies to: HOWARD L. SHECTER, ESQ. MORGAN, LEWIS & BOCKIUS LLP 101 PARK AVENUE NEW YORK, NY 10178 (212) 309-6000 CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $257,307,426* $23,673** - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
* Estimated solely for purposes of calculating the amount of the filing fee in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The calculation of the transaction valuation is based on 28,589,714 fully-diluted outstanding shares of common stock of SilverStream Software, Inc. as of June 9, 2002, at a purchase price of $9.00 per share. ** The amount of the filing fee, calculated in accordance with Section 13(e) of the Exchange Act, equals $92 per million dollars of the transaction valuation. [ ] Check the 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.: $23,673 Filing Party: Novell, Inc. Delaware Planet Inc. Form Registration No.: 005-58265 Date Filed: June 18, 2002
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [x] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-1. [ ] going private transaction subject to Rule 13c-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2 to the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on June 18, 2002, relates to the offer by Delaware Planet Inc., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Novell, Inc., a Delaware corporation ("Novell"), to purchase all of the outstanding shares of common stock (the "Shares") of SilverStream Software, Inc., a Delaware corporation (the "Company"), at a price of $9.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated June 18, 2002, and in the related Letter of Transmittal, previously filed as exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. Capitalized terms used and not defined herein, have the meanings given to them in the Offer to Purchase and the Schedule TO. ITEM 11. ADDITIONAL INFORMATION Item 11 is hereby amended and supplemented by the following: On Tuesday, July 9, 2002, Novell and the Company were notified that the German Federal Cartel Office cleared Novell's acquisition of SilverStream. With this clearance, along with the previously announced early termination of the 15-day waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, on June 28, 2002, Novell and SilverStream have now obtained all U.S. and foreign regulatory approvals necessary to close the Offer. On July 10, 2002, Novell and SilverStream issued a press release announcing the receipt of such regulatory approvals. The full text of such press release is filed as Exhibit (a)(1)(I) to this Schedule TO and is incorporated by reference herein. ITEM 12. EXHIBITS (a)(1)(A) Offer to Purchase dated June 18, 2002.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Joint Press Release dated June 10, 2002 (incorporated by reference to the Schedule TO-C filed by Novell with the SEC on June 10, 2002).* (a)(1)(H) Summary Advertisement, published June 18, 2002.* (a)(1)(I) Joint Press Release dated July 10, 2002. (b) None. (d)(1) Mutual Non-Disclosure Agreement dated as of January 30, 2002 between Novell, Inc. and SilverStream Software, Inc.* (d)(2) Agreement and Plan of Merger dated as of June 9, 2002, by and among Novell, Inc., Delaware Planet Inc. and SilverStream Software, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Novell with the SEC on June 10, 2002).* (d)(3) Form of Stockholder's Agreement dated as of June 9, 2002, by and among Novell, Inc., Delaware Planet Inc., and each of Craig Dynes, Timothy Barrows, Paul J. Severino, Richard D'Amore, Kim Sheffield, Steven Benfield, The Litwack Irrevocable Trust, David Litwack, David Skok, Matrix IV Enterprises Fund, L.P. and Matrix Partners IV, L.P.* (d)(4) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and David Litwack.* (d)(5) Offer Letter dated as of June 17, 2002, by and among Novell, Inc. and Steven Benfield.* (d)(6) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and Roger Durn.* (d)(7) Offer Letter dated as of June 14, 2002, by and among Novell, Inc. and Michel Goossens.* (d)(8) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and John Judge.* (d)(9) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and Richard Wayne Parslow.* (d)(10) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and Kim Sheffield.* (d)(11) Offer Letter dated as of June 17, 2002, by and among Novell, Inc. and Craig Dynes.* (g) None. (h) None.
- ----------- * Previously filed 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. NOVELL, INC. By: /s/ Joseph A. LaSala, Jr. ------------------------------------ Name: Joseph A. LaSala, Jr. Title: Senior Vice President, General Counsel and Secretary DELAWARE PLANET INC. By: /s/ Joseph A. LaSala, Jr. ------------------------------------ Name: Joseph A. LaSala, Jr. Title: President and Secretary Dated: July 10, 2002 EXHIBIT INDEX (a)(1)(A) Offer to Purchase dated June 18, 2002.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Joint Press Release dated June 10, 2002 (incorporated by reference to the Schedule TO-C filed by Novell with the SEC on June 10, 2002).* (a)(1)(H) Summary Advertisement, published June 18, 2002.* (a)(1)(I) Joint Press Release dated July 10, 2002. (b) None. (d)(1) Mutual Non-Disclosure Agreement dated as of January 30, 2002, between Novell, Inc. and SilverStream Software, Inc.* (d)(2) Agreement and Plan of Merger dated as of June 9, 2002, by and among Novell, Inc., Delaware Planet Inc. and SilverStream Software, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Novell with the SEC on June 10, 2002).* (d)(3) Form of Stockholder's Agreement dated as of June 9, 2002, by and among Novell, Inc., Delaware Planet Inc., and each of Craig Dynes, Timothy Barrows, Paul J. Severino, Richard D'Amore, Kim Sheffield, Steven Benfield, The Litwack Irrevocable Trust, David Litwack, David Skok, Matrix IV Enterprises Fund, L.P. and Matrix Partners IV, L.P.* (d)(4) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and David Litwack.* (d)(5) Offer Letter dated as of June 17, 2002, by and among Novell, Inc. and Steven Benfield.* (d)(6) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and Roger Durn.* (d)(7) Offer Letter dated as of June 14, 2002, by and among Novell, Inc. and Michel Goossens.* (d)(8) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and John Judge.* (d)(9) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and Richard Wayne Parslow.* (d)(10) Offer Letter dated as of June 5, 2002, by and among Novell, Inc. and Kim Sheffield.* (d)(11) Offer Letter dated as of June 17, 2002, by and among Novell, Inc. and Craig Dynes.* (g) None. (h) None.
- ----------- * Previously filed EX-99.(A).(1).(I) 3 w62157a2exv99wxaywx1ywxiy.txt JOINT PRESS RELEASE DATED JULY 10, 2002. NOVELL, INC. AND SILVERSTREAM SOFTWARE, INC. ANNOUNCE RECEIPT OF ALL NECESSARY U.S. AND FOREIGN REGULATORY APPROVALS Provo, Utah/ Billerica, Massachusetts - July 10, 2002 - Novell, Inc. (NASDAQ: NOVL) and SilverStream Software, Inc. (NASDAQ: SSSW) announced today that the German Federal Cartel Office has cleared Novell's acquisition of SilverStream. On June 28, 2002, Novell and SilverStream were notified by the Federal Trade Commission of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. All necessary U.S. and foreign regulatory approvals relating to the offer have now been obtained. As previously announced, Novell's tender offer to purchase all outstanding shares of SilverStream will expire at 9:00 a.m., New York City time, on Wednesday, July 17, 2002, unless the offer is further extended. For additional information, please contact Innisfree M&A Incorporated, the Information Agent for the offer, at 877.456.3427. ABOUT SILVERSTREAM SOFTWARE, INC. SilverStream Software, Inc. (Nasdaq: SSSW) provides the first comprehensive visual integrated services environment to simplify and accelerate the development of sophisticated business applications. SilverStream's award-winning technology is based on the best of Java, XML, and Web services, and enables businesses to unlock the potential of existing systems and rapidly deliver business applications to the Web. SilverStream powers business operations for more than 1,500 customers worldwide including Acer, Amerisure Insurance, BNP Paribas, the Chicago Stock Exchange, Samsung Electronics, Suzuki and Zurich Insurance. SilverStream's worldwide partner network includes system integrators, independent software vendors, application service providers and other strategic partners such as Cap Gemini Ernst & Young, Compaq, Deloitte & Touche, Hewlett Packard, IBM, Intel, Mercury Interactive, Microsoft, Oracle and Sun Microsystems. SilverStream is headquartered in Billerica, Mass. with offices throughout the world. For more information, please visit http://www.silverstream.com. ABOUT NOVELL Novell, Inc. (Nasdaq: NOVL) is the leading provider of Net business solutions designed to secure and power the networked world. Novell and its eServices division, Cambridge Technology Partners, help organizations solve complex business challenges, simplify their systems and processes, and capture new opportunities with one Net solutions. Novell provides worldwide channel, consulting, education and developer programs to support its offerings. For information on Novell's complete range of solutions and services, contact Novell's Customer Response Center at (888) 321-4CRC (4272), or visit Novell's Web site at http://www.novell.com. Information on Net business solutions from Cambridge Technology Partners can be accessed at http://www.ctp.com. Press may access Novell announcements and company information on the World Wide Web at http://www.novell.com/pressroom. -----END PRIVACY-ENHANCED MESSAGE-----