AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13-E TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
FINAL AMENDMENT
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PERITUS SOFTWARE SERVICES, INC.
(NAME OF ISSUER)
PERITUS SOFTWARE SERVICES, INC.
ROCKET SOFTWARE, INC.
ROCKET ACQUISITION COMPANY, INC.
JOHAN MAGNUSSON
ANDREW YOUNISS
MATTHEW KELLY
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.O1 PER SHARE
(TITLE OF CLASS OF SECURITIES)
714006-10-3
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JOHAN MAGNUSSON JOHAN MAGNUSSON JOHAN MAGNUSSON
PERITUS SOFTWARE SERVICES, INC. ANDREW YOUNISS ROCKET ACQUISITION COMPANY,
112 TURNPIKE ROAD, SUITE 111 MATTHEW KELLEY INC.
WESTBOROUGH, MA 01581 ROCKET SOFTWARE, INC. C/O ROCKET SOFTWARE, INC.
(508) 870-0963 2 APPLE HILL DRIVE 2 APPLE HILL DRIVE
NATICK, MA 01760 NATICK, MA 01760
(508) 655-4321 (508) 655-4321
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
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COPIES TO:
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PETER M. MOLDAVE, ESQ.
TIMOTHY M. LINDAMOOD, ESQ.
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LUCASH, GESMER & UPDEGROVE, LLP
40 BROAD STREET
BOSTON, MA 02109
(617) 350-6800
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies.[_]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$3,323,628.00* $665.00
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* For purposes of calculating the filing fee only. Pursuant to the Agreement and
Plan of Merger, dated April 18, 2001, by and among Peritus Software Services,
Inc., Rocket Software, Inc. and Rocket Acquisition Company, Inc., Rocket
Acquisition Company, Inc. merged with and into Peritus Software Services, Inc.,
and each outstanding share of common stock of Peritus Software Services, Inc.,
except for shares owned by Rocket Software, Inc., Rocket Acquisition and their
respective wholly owned subsidiaries, was converted into the right to receive
$0.19 in cash. In addition, pursuant to the terms of the agreement of merger,
each outstanding option to purchase common stock, whether vested or unvested,
with a per share exercise price less than $0.19, was converted into the right to
receive, upon the surrender of the instrument evidencing the stock option, a
cash payment equal to the product of (1) the number of shares underlying the
option and (2) the difference between $0.19 and the per share exercise price of
the option. Those options were canceled. The aggregate number of securities to
which this transaction applies is (i) 17,319,903 outstanding shares of common
stock held of record by stockholders other than Rocket Software, Inc., Rocket
Acquisition Company, Inc., or their respective wholly owned subsidiaries and
(ii) outstanding options to purchase an aggregate of 599,375 shares of common
stock, all with a per share exercise price less than $0.19, and a per share
weighted average exercise price of $0.1352.
[X] Check 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.
(1) Amount Previously Paid: $665.00
(2) Form or Registration No.: PREM14A
(3) Filing Party: Peritus Software Services, Inc.
(4) Date Filed: April 27, 2001
This Final Amendment supplements and amends the Rule 13E-3 Transaction
Statement, as previously amended and supplemented (the "Statement") which was
filed jointly by Peritus Software Company, Inc., a Massachusetts corporation
("Peritus"), Rocket Software, Inc., a Massachusetts corporation ("Rocket"),
Rocket Acquisition Company, Inc., a Massachusetts corporation and a subsidiary
of Rocket ("Acquisition"), Johan Magnusson, Andrew Youniss, and Matthew Kelley,
and relates to the merger (the "Merger"), of Acquisition with and into Peritus
with the result being that Peritus is a subsidiary of Rocket.
All information set forth below should be read in conjunction with the
information contained or incorporated by reference in the Statement as
previously amended.
ITEM 11. INTEREST IN SECURITIES OF THE ISSUER.
Item 11(a) of the Statement is hereby amended and supplemented as
follows:
As a result of the Merger and the transactions consummated in connection
therewith, the outstanding common stock of Peritus is beneficially owned as
follows: 79% by Rocket, 10.5% by Johan Magnusson and 10.5% by Andrew Youniss.
The outstanding capital stock of Rocket is beneficially owned as follows: 40% by
Mr. Magnusson, 40% by Mr. Youniss, and 20% by Mr. Matthew Kelley.
Item 11(b) of the Statement is hereby amended and supplemented as
follows:
The Merger was consummated by the filing of articles of merger with
the Secretary of State of Massachusetts on June 29, 2001 at 10:35 a.m. (the
"Effective Time"). A certificate and notice of termination of registration of
the Securities Exchange Act of 1934 on Form 15 was filed by Peritus with the
Securities and Exchange Commission on July 6, 2001. As a result of the Merger,
each share of common stock of Peritus ("Peritus Common Stock") outstanding,
except for shares owned by Rocket, Acquisition and their respective wholly owned
subsidiaries, was converted into the right to receive $0.19 in cash as of the
Effective Time. As of the Effective Time, outstanding options to purchase
Peritus Common Stock, with a per share exercise price of less than $0.19 were
converted into the right to receive, upon the surrender of the instrument
evidencing the stock option, a cash payment equal to the product of (1) the
number of shares underlying the option and (2) the difference between $0.19 and
the per share exercise price of the option. Those options were canceled. As of
the Effective Time, holders of Peritus Common Stock who did not vote in favor of
the Merger, and who complied with special requirements under Massachusetts law,
acquired the right to a judicial appraisal of the fair value of their Peritus
Common Stock.
SIGNATURE*
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF
THE UNDERSIGNED CERTIFIED THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS
TRUE, COMPLETE AND CORRECT.
PERITUS SOFTWARE SERVICES, INC.
By: /s/ Johan Magnusson
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Name: Johan Magnusson
Title: President
ROCKET SOFTWARE, INC.
By: /s/ Johan Magnusson
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Name: Johan Magnusson
Title: Director, Chief Operating Officer
/s/ Johan Magnusson
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Johan Magnusson
/s/ Andrew Youniss
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Andrew Youniss
/s/ Matthew Kelley
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Matthew Kelley
Date: July 6, 2001
* Amendment No. 2 to the Rule 13e-3 Transaction Statement was signed by Peritus,
Rocket, Acquisition, Johan Magnusson, Andrew Youniss and Matthew Kelley. Since
the corporate existence of Acquisition terminated on June 29, 2001, the
Effective Time of the Merger, only Peritus, Rocket, Johan Magnusson, Andrew
Youniss and Matthew Kelley are signing this Final Amendment.