SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
MERANT PLC
(Name of Subject Company (Issuer))
SERENA SOFTWARE, INC.
(Names of Filing Person (Offeror))
Ordinary Shares of 2p each
American Depositary Shares
(Title of Class of Securities)
GB0002483831: ISIN for Ordinary Shares
537336108: CUSIP for American Depository Shares
(CUSIP Number of Class of Securities)
Mark Woodward
President and Chief Executive Officer
SERENA Software, Inc.
2755 Campus Drive, 3rd Floor
San Mateo, California 94403-2538
(650) 522-6600
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing person)
COPY TO:
Kenneth R. Lamb
Stewart L. McDowell
Gibson, Dunn & Crutcher LLP
One Montgomery Street, 31st Floor
San Francisco, CA 94104
(415) 393-8200
| ¨ | 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: ¨
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This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”), filed on March 18, 2004 by SERENA Software, Inc., a Delaware corporation (“SERENA”), relating to SERENA’s offer to exchange all of the issued and outstanding shares of common stock, par value 2 pence per share, and American depositary shares (each American depositary share representing five ordinary shares), including shares issuable upon exercise of options, of Merant plc, a company organized under the laws of England and Wales, for the consideration described in the Schedule TO.
Item 12. Exhibits.
| EXHIBIT | DESCRIPTION | |
| (a)(5)(xii) | Press release issued by SERENA, dated March 18, 2004 (incorporated by reference to the Form 425 filed by SERENA on March 18, 2004) | |
| (a)(5)(xiii) | Rule 2.10 Announcement, dated April 5, 2004 (incorporated by reference to the Form 425 filed by SERENA on April 6, 2004) | |
| (a)(5)(xiv) | Press release issued by SERENA, dated April 6, 2004 (incorporated by reference to the Form 425 filed by SERENA on April 6, 2004) | |
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SIGNATURES
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.
| SERENA SOFTWARE, INC. | ||
| By: | /s/ Robert I. Pender, Jr. | |
Name: Robert I. Pender, Jr. Title: Vice President, Finance and Administration, Chief Financial Officer and Director | ||
Dated: April 13, 2004
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EXHIBIT INDEX
| EXHIBIT | DESCRIPTION | |
| (a)(5)(xii) | Press release issued by SERENA, dated March 18, 2004 (incorporated by reference to the Form 425 filed by SERENA on March 18, 2004) | |
| (a)(5)(xiii) | Rule 2.10 Announcement, dated April 5, 2004 (incorporated by reference to the Form 425 filed by SERENA on April 6, 2004) | |
| (a)(5)(xiv) | Press release issued by SERENA, dated April 6, 2004 (incorporated by reference to the Form 425 filed by SERENA on April 6, 2004) | |
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