UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 1
(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 |
| 038316105 |
(Title of classes of securities) |
| (CUSIP number of common stock) |
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
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Transaction Valuation(1) |
| Amount of Filing Fee(2) |
$286,789,447 |
| $8,804 |
(1) 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.
(2) 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.
T 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: |
| $8,804 |
| Filing Party: |
| Cognos Incorporated, Cognos Corporation and Dimension Acquisition Corp. | |
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| Form of Registration No.: |
| Schedule TO |
| Date Filed: |
| September 18, 2007 |
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
o 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: o
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission on October 9, 2007, amends and supplements the Tender Offer Statement on Schedule TO filed on September 18, 2007 (the “Statement”), 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”), by and 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 11. Additional Information.
Item 11 of the Statement is hereby amended and supplemented by adding the following text thereto:
“On October 5, 2007, the FCO gave final clearance with respect to Parent’s acquisition of Shares pursuant to the Offer.”
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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: | /s/ TOM MANLEY |
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Name: | Tom Manley |
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Title: | President and Treasurer |
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COGNOS CORPORATION |
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By: | /s/ W. JOHN JUSSUP |
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Name: | W. John Jussup |
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Title: | Director |
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COGNOS INCORPORATED |
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By: | /s/ ROBERT G. ASHE |
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Name: | Robert G. Ashe |
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Title: | President and Chief Executive Officer |
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Dated October 9, 2007
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