Applix Inc /MA/ - Amended tender offer statement by Third Party (SC TO-T/A)
October 25 2007 - 1:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
Amendment
No. 4
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
APPLIX, INC.
(Name of subject company (Issuer))
COGNOS INCORPORATED
COGNOS CORPORATION
DIMENSION ACQUISITION CORP.
(Names of Filing Persons (Offerors))
Common Stock, $0.0025 par value per share
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038316105
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(Title of classes of securities)
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(CUSIP number of common stock)
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W.
John Jussup
Senior
Vice President, Chief Legal Officer and Secretary
Cognos
Incorporated
3755
Riverside Drive
P.O.
Box 9707, Station T
Ottawa,
ON, Canada
K1G
4K9
(613)
738-1440
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of Filing Persons)
Copies to:
Kevin
M. Barry, Esq.
Bingham
McCutchen LLP
150
Federal Street
Boston,
Massachusetts 02110-1726
(617)
951-8000
CALCULATION
OF FILING FEE
Transaction Valuation(1)
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Amount of Filing Fee(2)
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$286,789,447
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$8,804
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(1)
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Estimated for purposes of
calculating the filing fee only. Transaction value derived by multiplying
16,048,654 (number of shares of common stock of subject company outstanding
as of August 31, 2007 (according to the Agreement and Plan of Merger, dated
September 4, 2007, by and among the subject company, Cognos Incorporated and
Dimension Acquisition Corp., filed with the Cognos Incorporated Form 8-K
filed on September 5, 2007, with the Securities and Exchange Commission) by
$17.87 (the purchase price per share offered by Offeror). This amount is
based upon an estimate of the maximum number of shares to be purchased
pursuant to the tender offer at the tender offer price of $17.87 per Share.
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(2)
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The amount of the filing
fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended, by multiplying the transaction valuation by 0.0000307.
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x
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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.
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Amount
Previously Paid:
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$8,804
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Filing Party:
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Cognos Incorporated, Cognos Corporation and
Dimension
Acquisition Corp.
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Form of
Registration No.:
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Schedule TO
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Date Filed:
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September 18, 2007
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o
Check the box if the filing relates solely to
preliminary communications made before the commencement of the 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
o
issuer tender offer subject to Rule 13e-4
o
going private transaction subject to Rule
13e-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
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1
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NAMES
OF REPORTING PERSONS
Cognos Incorporated
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
16,650,771
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
16,650,771
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 16,650,771
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Instructions)
100%
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14
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TYPE OF REPORTING PERSON
CO
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This Amendment No. 4 to
the Tender Offer Statement on Schedule TO (this Amendment), filed with the
Securities and Exchange Commission on October 25, 2007, amends and supplements
the Tender Offer Statement on Schedule TO filed on September 18, 2007 (the Statement)
as amended by Amendment No. 1, dated October 9, 2007, Amendment No. 2, dated
October 17, 2007, and Amendment No. 3, dated October 18, 2007, and relates to
the offer by Dimension Acquisition Corp. (Offeror), a Massachusetts
corporation and an indirect, wholly-owned subsidiary of Cognos Incorporated, a
corporation organized and existing under the laws of Canada (Parent) to
purchase all outstanding shares of common stock, $0.0025 par value per share
and the associated preferred stock purchase rights (together, the Shares) of
Applix, Inc., a Massachusetts corporation (the Company), at a purchase price
of $17.87 per Share, net to the seller in cash without interest thereon, less
any required withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated September 18, 2007 (the Offer to
Purchase) and in the related Letter of Transmittal (which, together with the
Offer to Purchase, and any amendments or supplements thereto, collectively
constitute the Offer). Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Offer to Purchase.
The Offer is made
pursuant to the Agreement and Plan of Merger, dated as of September 4, 2007
(the Merger Agreement), among Offeror, Parent and the Company.
The information in the
Offer to Purchase and the related Letter of Transmittal is incorporated in this
Amendment by reference to all of the applicable items in the Statement, except
that such information is hereby amended and supplemented to the extent
specifically provided herein.
Item 8. Interest in Securities
of the Company.
Item 8 of the Statement
is hereby amended and supplemented by adding the following text thereto:
The subsequent offering
period of the Offer terminated at 11:30 p.m., New York City time, on October
25, 2007 as a result of the merger. In the Offer, an aggregate of approximately
14,765,530 million Shares were validly tendered and not withdrawn, representing
approximately 89.9% of the outstanding Shares. Offeror has accepted for payment
all tendered Shares. Through the exercise of the irrevocable option to purchase
that number of Shares equal to the lowest number of Shares that, when added to
the number of Shares owned by Offeror at the time of such exercise, would
constitute one share more than 90% of the Shares then outstanding (as described
more fully in the Offer to Purchase), Parent and Offeror collectively own in
excess of 90% of the outstanding Shares.
Item 11. Additional
Information.
Item 11 of the Statement
is hereby amended and supplemented by including the following:
On October 25, 2007,
Parent announced the that the subsequent offering period terminated at 11:30
p.m., New York City time, on October 25, 2007 as a result of the merger. In the
Offer, an aggregate of approximately 14,765,530 million Shares were validly
tendered and not withdrawn, representing approximately 89.9% of the outstanding
Shares. Offeror has accepted for payment all tendered Shares. On October 25th,
through the exercise of the irrevocable option to purchase that number of
Shares equal to the lowest number of Shares that, when added to the number of
Shares owned by Offeror at the time of such exercise, would constitute one
share more than 90% of the Shares then outstanding (as described more fully in
the Offer to Purchase), Parent and Offeror collectively owned in excess of 90%
of the outstanding Shares.
On October 25, 2007,
Parent also announced that the second step merger of Offeror with and into the
Company occurred on October 25, 2007 and the Company is now an indirect,
wholly-owned subsidiary of Parent.
Items 12. Exhibits.
Item 12 of the Statement
is hereby amended and supplemented by adding the following exhibit:
(a)(5)(iv) Press Release issued on October 25, 2007.
2
After due inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DIMENSION ACQUISITION
CORP.
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By:
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/s/ TOM MANLEY
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Name:
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Tom Manley
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Title:
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President and Treasurer
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COGNOS CORPORATION
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By:
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/s/ W. JOHN JUSSUP
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Name:
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W. John Jussup
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Title:
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Director
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COGNOS INCORPORATED
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By:
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/s/ ROBERT G. ASHE
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Name:
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Robert G. Ashe
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Title:
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President
and Chief Executive Officer
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Dated: October 25, 2007
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3
EXHIBIT INDEX
Exhibit No.
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Description
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(a)(5)(iv)
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Press Release issued on October 25, 2007.
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4
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