-----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, EtMyFytfbaNQgX9ZlETs9cE4xpgnAHB0zzI7mjbT6GxK+Nj67dIRl2PvvSQkXohe TxpQFqna7Bzubk3Ta3GTjA== 0000927796-03-000481.txt : 20030528 0000927796-03-000481.hdr.sgml : 20030528 20030528171042 ACCESSION NUMBER: 0000927796-03-000481 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030528 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNAVANT INC CENTRAL INDEX KEY: 0001116141 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 222940965 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60083 FILM NUMBER: 03722079 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE RD NE STREET 2: STE 1400 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4048414000 FORMER COMPANY: FORMER CONFORMED NAME: ST SPIN INC DATE OF NAME CHANGE: 20000605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DENDRITE INTERNATIONAL INC CENTRAL INDEX KEY: 0000880321 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222786386 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1200 MOUNT KEMBLE AVE CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 2014251200 MAIL ADDRESS: STREET 1: 1200 MOUNT KEMBLE AVE CITY: MORRISTOWN STATE: NJ ZIP: 07960-6797 SC TO-T/A 1 scheduleto_may2803.htm Amendment No. 3 to Schedule TO/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 3

TO

SCHEDULE TO

(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

SYNAVANT Inc.
(Name of Subject Company (Issuer))

AMGIS ACQUISITION CO.
DENDRITE INTERNATIONAL, INC.
(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

87157A105
(CUSIP Number)

Christine A. Pellizzari, Esq.
General Counsel
Dendrite International, Inc.
1200 Mt. Kemble Avenue
Morristown, New Jersey  07960-6797
(973) 425-1200

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Ronald H. Janis, Esq.
Pitney, Hardin, Kipp & Szuch, LLP
P.O. Box 1945
Morristown, New Jersey   07960
(973) 966-6300

CALCULATION OF FILING FEE:



TRANSACTION VALUATION*   AMOUNT OF FILING FEE**

$51,733,222.30   $4,185.22***


* For purposes of calculating amount of filing fee only. This amount assumes (i) the purchase of all outstanding shares of common stock, par value $0.01 per share (“Common Stock”), of SYNAVANT Inc. (15,242,578 shares at March 31, 2003) at a purchase price of $3.22 in cash per share and (ii) the payment of cash in the amount of $3.22 in respect of each outstanding option and restricted stock unit to purchase shares of Common Stock with a per share exercise price or strike price that is less than $3.22 (1,842,381 shares at March 31, 2003) less the aggregate exercise price for all such options of $3,280,345.68.

** The amount of the filing fee calculated in accordance with Rule 0-11 Of the Securities Exchange Act of 1934, as amended, equals .0000809 multiplied by the transaction value.

*** Previously paid in connection with the Offerors’ Schedule TO filed with the Securities and Exchange Commission on May 16, 2003 and Amendment No. 1 to the Offerors’ Schedule TO filed on May 21, 2003.

  [X] 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 registration statement number, or the Form or Schedule and the date of its filing.

  [  ] 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-4.

  [  ] going-private transaction subject to Rule 13e-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. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 16, 2003, as amended by Amendment No. 1 filed on May 21, 2003 and Amendment No. 2 filed on May 23, 2003 (as amended, the “Schedule TO”), relating to the offer by Amgis Acquisition Co., a Delaware corporation and a wholly–owned subsidiary of Dendrite International, Inc. (the “Purchaser”), a New Jersey corporation (“Dendrite”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Common Stock”) of SYNAVANT Inc., a Delaware corporation (the “Company”), including the associated preferred stock purchase rights (the “Rights” and, together with the Common Stock, the “Shares”), subject to the conditions described in the Offer to Purchase, dated May 16, 2003, as supplemented May 20, 2003 (as amended or supplemented from time to time, the “Offer to Purchase”), copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(M), respectively, and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B). This Amendment No. 3 to the Schedule TO is being filed on behalf of the Purchaser and Dendrite. Any capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Offer to Purchase and the Schedule TO, as applicable.

The information in the Offer to Purchase and the related Letter of Transmittal, as amended or supplemented prior to the date hereof, is incorporated in this Amendment No. 3 to the Schedule TO by reference to all applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

2



ITEM 11.      ADDITIONAL INFORMATION.

On May 28, 2003, Dendrite issued a memorandum to Company employees regarding the transaction. The full text of the memorandum is attached as Exhibit (a)(1)(O).

ITEM 12.      MATERIALS TO BE FILED AS EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented as follows.


(a)(1)(O)   Memorandum issued by Dendrite to Company employees, dated May 28, 2003.
     

3



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.

Dated:  May 28, 2003


Dendrite International, Inc.


By:  /S/  CHRISTINE A. PELLIZZARI
        ——————————————
Name:    Christine A. Pellizzari
Title:      Vice President, General Counsel
               & Secretary

Amgis Acquisition Co.


By:  /S/  CHRISTINE A. PELLIZZARI
        ——————————————
Name:    Christine A. Pellizzari
Title:      President

4



Exhibit No.   Document
     
(a)(1)(A)   Offer to Purchase dated May 16, 2003.*
     
(a)(1)(B)   Letter of Transmittal (amended as of May 20, 2003).*
     
(a)(1)(C)   Notice of Guaranteed Delivery (amended as of May 20, 2003).*
     
(a)(1)(D)   Guidelines for Substitute Form W-9.*
     
(a)(1)(E)

  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (amended as of May 20, 2003).*
     
(a)(1)(F)

  Letter to Clients for Use by Brokers, Dealers, Trust Companies, Commercial Banks and Other Nominees (amended as of May 20, 2003).*
     
(a)(1)(G)   Summary Newspaper Advertisement published in The Wall Street Journal on May 16, 2003.*
     
(a)(1)(H)

  Press Release issued by Dendrite dated April 21, 2003 (incorporated herein by reference to the Tender Offer Statement on Schedule TO, dated April 21, 2003).*
     
(a)(1)(I)

  Press Release issued by Dendrite dated May 9, 2003 (incorporated herein by reference to the Tender Offer Statement on Schedule TO, dated May 9, 2003).*
     
(a)(1)(J)

  Press Release issued by Dendrite dated May 15, 2003 (incorporated herein by reference to the Tender Offer Statement on Schedule TO, dated May 16, 2003).*
     
(a)(1)(K)

  Press Release issued by Dendrite dated May 18, 2003 (incorporated herein by reference to Exhibit 99.1 to Dendrite’s Current Report on Form 8-K dated May 19, 2003).*
     
(a)(1)(L)

  Secured Promissory Note dated May 16, 2003 by and between Dendrite and the Company (incorporated by reference to Exhibit 99.2 to Dendrite’s Current Report on Form 8-K dated May 20, 2003).*
     
(a)(1)(M)   Supplement to Offer to Purchase dated May 20, 2003.*
     
(a)(1)(N)   Press Release issued by Dendrite, dated May 22, 2003.*
     
(a)(1)(O)   Memorandum issued by Dendrite to Company employees, dated May 28, 2003.
     
(b)   Not applicable.
     
(d)(1)


  Agreement and Plan of Merger, dated as of May 9, 2003, among Dendrite, Purchaser and the Company (incorporated by reference to Exhibit 99.1 to Dendrite’s Current Report on Form 8-K dated May 12, 2003).*
     
(d)(2)   Confidentiality Agreement dated August 14, 2002 between the Company and Dendrite.*
     
(d)(3)

  Letter Agreement dated May 9, 2003, by and among Dendrite, IMS Health Incorporated, and the Company.*
     
(d)(4)


  Amendment No. 2 to the Rights Agreement, dated May 9, 2003, by and between the Company and Equiserve Trust Company, N.A. (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K dated May 12, 2003).*
     
(d)(5)


  Amendment No. 1 to Agreement and Plan of Merger, dated May 16, 2003, among Dendrite, Purchaser and the Company (incorporated by reference to Exhibit 99.1 to Dendrite’s Current Report on Form 8-K dated May 20, 2003).*
     
(g)   Not applicable.
     
(h)   Not applicable.
     

* Previously Filed

5



Exhibit (a)(1)(O)

DENDRITE  Memo


To:   SYNAVANT Employees  
From:  Dendrite President and COO Paul Zaffaroni 
Date:  05/28/03 
Re:  Dendrite Acquisition of SYNAVANT 

As you know, we recently reached agreement to bring SYNAVANT together with Dendrite. We expect this transaction to close by the end of June.

It is our objective to create a strong single organization as a result of this merger. We will be offering customers using SYNAVANT products the ability to continue with those products until they are ready for the next generation of products from the new combined company. We will be merging the service delivery of the two organizations while still respecting the need for intellectual property protection for those customers using the Siebel system.

It is also our intention to merge the operating businesses very quickly. A team of Dendrite and SYNAVANT employees has been identified to forge a plan for this merger. In the next few weeks, we will provide additional information to all employees as we move rapidly to combine the skills of the two companies. Our objective is to create a unified, strong, and focused organization that will provide the best in both products and services to our combined customer base, along with intellectual thought leadership and enhanced career opportunities for SYNAVANT and Dendrite employees worldwide.

This process will represent disruption but it is our intention to keep the period as brief as possible. In the meantime and through the merger period, it is critically important that we remain focused on those things that our customers have come to expect from us, including our historical levels of high quality service.

I am looking forward to our combined future. We plan to build an industry powerhouse together, which will provide new levels of customer service, develop and market a wide array of new products, and through the execution of these objectives, build opportunities for our employees and wealth for our shareholders.

Thank you in advance for your cooperation during this transitory period.

On May 16, 2003, Dendrite commenced a tender offer for all issued and outstanding SYNAVANT common stock followed by a second-step merger. The offer is scheduled to expire on June 13, 2003, subject to extension in certain instances, including if any of the conditions to the offer have not been satisfied, if 90% of the SYNAVANT shares have not been tendered by the expiration date, or if required by law. If Dendrite extends the offer, it will announce the extension through a press release by 9:00 a.m., New York City time, the next business day following the expiration date (June 16, 2003) and will notify the depositary for the offer.


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