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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MERCATOR SOFTWARE, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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All Options to Purchase Common Stock, Par Value $0.01 Per Share, Granted Under
The Mercator 1997 Equity Incentive Plan
(Title of Class of Securities)
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587587 10 6
(CUSIP Number of Underlying Class of Securities)
(Underlying Common Stock)
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Roy C. King
Chairman and Chief Executive Officer
Mercator Software, Inc.
45 Danbury Road
Wilton, Connecticut 06897-0840
(name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
copies to:
Gerald E. Klein, Esq. Paul A. Soden, Esq.
General Counsel and Secretary Gould & Wilkie LLP
Mercator Software, Inc. One Chase Manhattan Plaza
45 Danbury Road 58/th/ floor
Wilton, Connecticut 06897-0840 New York, New York 10005
(203) 761-8600 (212) 344-5680
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$5,859,008 $1,172
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 3,271,361 shares of common stock of Mercator
Software, Inc. having an aggregate value as of September 10, 2001 of $5,859,008
will be exchanged pursuant to this offer. The amount of the filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of one percent of the value of the transaction.
[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.
Amount previously paid: $1,172
Form or Registration No.: Schedule TO
Filing party: Mercator Software, Inc.
Date filed: September 17, 2001
[X] 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:
[_] third party tender offer subject to Rule 14d-1.
[X] 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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INTRODUCTORY STATEMENT
This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer
Statement on Schedule TO (the "Schedule TO") filed with the Securities and
Exchange Commission (the "Commission") on September 17, 2001, as amended,
relating to our offer to exchange all outstanding options to purchase shares of
our common stock, par value $0.01 per share ("Common Stock") held by certain
individuals for new options to purchase shares of our Common Stock at a per
share exercise price equal to the fair market value of one share of Common Stock
on the date of grant upon the terms and subject to the conditions in the Offer
to Exchange dated September 17, 2001 and the related Letter of Transmittal.
This Amendment is to file with the Commission the summary financial information
of the company in Item 10.
Item 10. Financial Statements
The following statement is hereby added as the second paragraph of Item
10(a).
"The summary financial information of the company is hereby attached to the
Offer to Exchange as Schedule B."
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Amendment No. 2 to Schedule TO is true,
complete and correct.
Mercator Software, Inc.
/s/ Roy C. King
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Roy C. King
Chairman and Chief
Executive Officer
Date: October 12, 2001
SCHEDULE B
Item 10 - Summary Financial Information (in thousands, except per share data)
30-Jun 30-Jun 31-Dec 31-Dec
2001 2000 2000 1999
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unaudited) (unaudited)
Current assets $ 41,261 $ 73,728 $ 67,474 $ 66,519
Noncurrent assets 81,998 155,708 93,417 160,296
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Total assets $123,259 $229,436 $160,891 $226,815
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Current liabilities $ 46,321 $ 32,496 $ 44,063 $ 26,850
Noncurrent liabilites 6,178 15,895 5,422 12,312
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Total liablities 52,499 48,391 49,485 39,162
Stockholders' equity 70,760 181,045 111,406 187,653
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Total liablities and stockholders' equity $123,259 $229,436 $160,891 $226,815
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Common shares issued and outstanding 30,379 29,353 29,847 27,834
Book value per share $ 2.33 $ 6.17 $ 3.73 $ 6.74
For the six months ended For the years ended
30-Jun 30-Jun 31-Dec 31-Dec
2001 2000 2000 1999
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(unaudited) (unaudited)
Revenues $ 57,296 $ 66,948 $138,290 $ 98,625
Gross Profit $ 39,176 $ 51,837 $104,730 $ 75,969
Operating income (loss) $(41,081) $(21,122) $(96,159) $(17,483)
Net income (loss) $(43,351) $(29,285) $(98,092) $(16,268)
Weighted average shares outstanding (basic and diluted) 30,118 28,653 29,154 25,376
Operating income (loss) per share (basic and diluted) $ (1.36) $ (0.74) $ (3.30) $ (0.69)
Net income (loss) per common share (basic and diluted) $ (1.44) $ (1.02) $ (3.36) $ (0.64)
Comprehensive income (loss) $(44,742) $(30,687) $(99,358) $(16,425)
Net cash provided (used) by operating activities $(11,463) $ 3,013 $ 11,284 $ (8,406)
Net cash provided (used) by investing activities (1,969) (2,076) (7,275) (709)
Net cash provided (used) by financing activities 3,151 3,875 5,826 4,007
Effect of exchange rates on cash (1,888) (821) (745) (788)
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Net change in cash $(12,169) $ 3,991 $ 9,090 $ (5,896)
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Ratio of earnings to fixed charges n/a n/a n/a n/a
Pro forma information n/a n/a n/a n/a