-----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, Ti5gBXDIJonaV67KCERvGwLC7WUKLfTwlo7ZeNiGfy9Q1g7vL3f6J1SXqhUDhGPU LGDmIEbS8lVRgrBFWWpSBQ== 0000893220-02-000913.txt : 20020719 0000893220-02-000913.hdr.sgml : 20020719 20020717171708 ACCESSION NUMBER: 0000893220-02-000913 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020717 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: 02705005 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 w62321sctovtza.txt SCHEDULE TO-T/A AMENDMENT NO. 3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 3)* Schedule 13D Amendment No. 1 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. [x] 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: [X] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- * This Amendment No. 3 also constitutes Amendment No. 1 to the Schedule 13D of the Filing Persons with respect to the Securities of the Subject Company purchased by the Filing Persons in the Offer. The information contained herein and in the Tender Offer Statement on Schedule TO, as amended, is incorporated by reference for purposes of the Schedule 13D. CUSIP No. 827907106 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON Novell, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 23,369,104 REPORTING ----------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 23,369,104 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,369,104 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 99.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- (1) SEE ITEM 5 herein. CUSIP No. 827907106 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON Delaware Planet Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY OWNED BY 23,369,104 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 23,369,104 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,369,104 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 99.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- This Final Amendment 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. ITEMS 8 AND 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY; ADDITIONAL INFORMATION. Items 8 and 11 are hereby amended to add the following: At 9:00 a.m., New York City time, on Wednesday, July 17, 2002, the offering period expired. Based on preliminary information from the Depositary, 23,369,104 shares of the Company's common stock were tendered into the Offer (including 3,223,836 Shares tendered by notice of guaranteed delivery), which represents approximately 99.8% of the Company's outstanding common stock (based upon 23,427,448 Shares outstanding as of July 17, 2002). The Shares tendered also represent approximately 82.4% of the outstanding common stock on a fully-diluted basis (based on 28,369,714 fully-diluted Shares as of July 17, 2002), thereby satisfying the condition to the Offer that more than 50% of the fully-diluted common stock of the Company be tendered. Purchaser has accepted for payment all validly tendered Shares and will make payment to the Depositary for the accepted Shares promptly. On July 17, 2002, Novell issued a press release announcing the completion of the Offer, the full text of which is filed as Exhibit (a)(1)(J) to this Schedule TO, which is incorporated by reference herein. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented as follows: 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.* (a)(1)(J) Joint Press Release dated July 17, 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 17, 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.* (a)(1)(J) Joint Press Release dated July 17, 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).(J) 3 w62321exv99wxaywx1ywxjy.txt JOINT PRESS RELEASE DATED JULY 17, 2002 NOVELL, INC. CLOSES TENDER OFFER FOR SILVERSTREAM SOFTWARE, INC. More than 90% of shares tendered Merger to be completed without stockholder vote PROVO, Utah and BILLERICA, Mass. - July 17, 2002 - Novell, Inc. (Nasdaq: NOVL), the leading provider of Net business solutions, and SilverStream Software, Inc. (Nasdaq: SSSW), a leader in Web services-oriented application development, announced today the completion of Novell's cash tender offer for the shares of common stock of SilverStream at a price of $9.00 per share. The tender offer expired at 9:00 a.m., New York City time, on July 17, 2002. Based on preliminary information provided by Mellon Investor Services LLC, the depositary for the offer, approximately 23,369,104 shares of SilverStream's common stock were tendered into the offer (including approximately 3,223,836 shares tendered by notice of guaranteed delivery), which represents approximately 99.8% of the Company's outstanding common stock (based upon 23,427,448 shares outstanding as of July 17, 2002). Delaware Planet Inc., the wholly-owned subsidiary of Novell through which the tender offer was made, has accepted for payment all validly tendered shares and will make payment to the depositary for the accepted shares promptly. Novell intends to acquire the remaining shares of SilverStream common stock in a second-step merger in which all remaining SilverStream stockholders who did not tender their shares in the tender offer will receive the same $9.00 per share in cash paid in the tender offer. Because Novell acquired greater than 90% of the outstanding SilverStream shares, the merger will be completed without a stockholder vote in the next several days. Novell will promptly mail relevant information to stockholders who did not tender shares in the tender offer on how to receive payment for their shares. 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. ### PRESS CONTACTS: Bruce Lowry Novell, Inc. Phone: 801-861-2934 E-mail: blowry@novell.com Sarah Mees SilverStream Software, Inc. Phone: 978-262-3297 E-mail: smees@silverstream.com INVESTMENT COMMUNITY CONTACT: Peter Troop Phone: 408-967-8150 E-mail: ptroop@novell.com -----END PRIVACY-ENHANCED MESSAGE-----