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Item
8.01
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Additional
Information.
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On
September 23, 2009, MSC.Software Corporation issued a press release regarding
the postponement of the special meeting of its stockholders previously scheduled
for September 30, 2009. A copy of this press release is furnished as Exhibit
99.1 to this report.
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Item
9.01
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Financial
Statements and Exhibits.
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Item
No.
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Description
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99.1
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Press
Release issued by MSC.Software Corporation, dated September 23,
2009
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Important
Information For Investors And Stockholders
MSC.Software
Corporation has filed a proxy statement with the SEC in connection with the
merger relating to the Symphony Agreement.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain
these documents free of charge at the website maintained by the SEC at
www.sec.gov
.
In addition, documents filed with the SEC by MSC.Software Corporation are
available free of charge by contacting Investor Relations by telephone at (714)
444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2
MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software
Corporation’s Investor Relations page on its corporate web site at
http://ir.mscsoftware.com/
.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy any securities.
MSC.Software
Corporation and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of
MSC.Software Corporation in connection with the merger relating to the Symphony
Agreement. Information regarding the interests of these directors and executive
officers in the transaction described herein is set forth the proxy statement
described above. Additional information regarding these directors and executive
officers is also included in MSC.Software Corporation’s proxy statement for its
2009 Annual Meeting of Stockholders, which was filed with the SEC on April 10,
2009. This document is available free of charge at the SEC’s web site at
www.sec.gov
,
and from MSC.Software Corporation by contacting Investor Relations by telephone
at (714) 444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2
MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software
Corporation
’
s
Investor Relations page on its corporate web site at
http://ir.mscsoftware.com/
.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains forward-looking statements that involve numerous risks
and uncertainties. The statements contained in this communication that are not
purely historical are forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act, including,
without limitation, statements regarding the expected benefits and closing of
the proposed merger relating to the Symphony Agreement, the management of the
company and the company’s expectations, beliefs and intentions. All
forward-looking statements included in this document are based on information
available to MSC.Software Corporation on the date hereof. In some cases, you can
identify forward-looking statements by terminology such as “may,” “can,” “will,”
“should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,”
“estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,”
“continue,” “preliminary,” “guidance,” or variations of such words, similar
expressions, or the negative of these terms or other comparable terminology. No
assurance can be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what impact they
will have on our results of operations or financial condition. Accordingly,
actual
results may differ materially and adversely from those expressed in any
forward-looking statements. Neither MSC.Software Corporation nor any other
person can assume responsibility for the accuracy and completeness of
forward-looking statements. There are various important factors that could cause
actual results to differ materially from those in any such forward-looking
statements, many of which are beyond MSC.Software Corporation’s control. These
factors include: failure to obtain stockholder approval of the proposed merger
relating to the Symphony Agreement; failure to obtain, delays in obtaining or
adverse conditions contained in any required regulatory or other approvals;
failure to consummate or delay in consummating the transaction relating to the
Symphony Agreement for other reasons; changes in laws or regulations; and
changes in general economic conditions. MSC undertakes no obligation (and
expressly disclaims any such obligation) to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise. For additional information please refer to MSC.Software
Corporation’s most recent Form 10-K, 10-Q and 8-K reports filed with the
SEC.