SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 3)
INTERACT COMMERCE CORPORATION
(Name of Subject Company)
ISAIAH ACQUISITION CORP.
an indirect wholly owned subsidiary of
THE SAGE GROUP plc
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
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45839Y107
(CUSIP Number of Class of Securities)
Paul Walker
The Sage Group plc
Sage House
Benton Park Road
Newcastle Upon Tyne NE7 7LZ
England
Telephone: (44) (191) 255-3000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
Copies to:
Kenton J. King, Esq.
Marc R. Packer, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, CA 94301
Telephone: (650) 470-4500
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee*
$244,352,250 $48,870.45
* For purposes of calculating amount of filing fee only. This amount
assumes the purchase of 20,362,688 shares of common stock of
Interact Commerce Corporation outstanding as of March 22, 2001 at
a purchase price of $12.00 per share. The amount of the filing fee
calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, as amended, equals 1/50 of 1% of the transaction
value.
[X] 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: $48,870.45 Filing The Sage Group plc and
Parties: Isaiah Acquisition Corp.
Form or Registration No.: File No. 5-57437 Date Filed: April 4, 2001
[_] 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. 3 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO, as amended through the date hereof
(the "Schedule TO"), filed initially with the Securities and Exchange
Commission on April 4, 2001 by Isaiah Acquisition Corp. (the "Purchaser"),
a Delaware corporation and an indirect wholly-owned subsidiary of The Sage
Group plc ("Parent"), a company organized under the laws of England, and by
Parent relating to the third-party tender offer by the Purchaser to
purchase all issued and outstanding shares of common stock, par value $.001
per share (the "Shares"), of Interact Commerce Corporation, a Delaware
corporation (the "Company"), at $12.00 per share net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 4, 2001 and filed as Exhibit (a)(1)(A) to the Schedule
TO (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 otherwise defined herein shall have the meanings
assigned to such terms in the Offer to Purchase or in the Schedule TO.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented to
add to the end thereof the following:
"The Offer expired at 12:00 midnight, New York City time, on
Wednesday, May 2, 2001. Based on information provided by the Depositary to
Parent, as of the expiration of the Offer, a total of 18,924,917 Shares,
representing approximately 93.2% of the outstanding Shares, have been
validly tendered and not withdrawn, including guaranteed deliveries. The
Purchaser accepted for purchase and payment all shares validly tendered
pursuant to the Offer. Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(7) and is incorporated herein by reference."
Item 12. Exhibits.
Item 12 is hereby amended and supplemented to add the following
exhibit:
"(a)(7) Press Release issued by Parent, dated May 3, 2001."
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.
Isaiah Acquisition Corp.
By: /s/ Paul Harrison
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Name: Paul Harrison
Title: Director and President
Dated: May 3, 2001
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.
The Sage Group plc
By: /s/ Paul Walker
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Name: Paul Walker
Title: Chief Executive
Dated: May 3, 2001
EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(7) Press Release issued by Parent, dated May 3, 2001.
RELEASE STATUS - FOR IMMEDIATE RELEASE
Contact: Phil Branston
Investor relations
The Sage Group plc
44-191-255-3000
phil.branston@sage.com
THE SAGE GROUP plc COMPLETES TENDER OFFER FOR
INTERACT COMMERCE CORPORATION
NEWCASTLE UPON TYNE, ENGLAND - May 3, 2001 - The Sage Group plc announced
today the successful completion of its cash tender offer for all
outstanding shares of common stock of Interact Commerce Corporation
(Nasdaq: IACT). The tender offer expired at 12:00 midnight, New York City
time, on Wednesday, May 2, 2001.
Sage has been advised by Mellon Investor Services LLC, the depositary for
the tender offer, that as of the expiration of the tender offer a total of
18,924,917 shares of Interact common stock, representing approximately
93.2% of Interact's issued and outstanding shares, had been validly
tendered and not withdrawn, including guaranteed deliveries. All validly
tendered shares have been accepted for purchase and payment in accordance
with the terms of the offer.
Sage intends to complete the acquisition of Interact through a merger in
which all shares of common stock not validly tendered and purchased in the
tender offer will be converted into the right to receive $12.00 per share
in cash, without interest and subject to applicable withholding.
ABOUT THE SAGE GROUP PLC
Sage is the leading supplier of business management software and related
products and services to the small and medium sized business community
worldwide. Sage encompasses market-leading businesses in the UK and Europe
and market-leading products in the US. In addition products are available
in many other countries throughout the world via an extensive network of
authorized dealers. Sage now has 2.5 million customers worldwide and
employs over 4500 people. Sage's revenues for its fiscal year ending
September 30, 2000 were GBP 412 million or approximately US $600 million.
The company can be found on the World Wide Web at www.sage.com.
ABOUT INTERACT COMMERCE CORPORATION
Founded in 1996, Interact is the leading provider of customer relationship
management software for mid-market companies and small office/home office
businesses. The company is known for building products that are easy to
use, quick to deploy, and provide anytime, anywhere access to critical
information. The company's products include SalesLogix, the mid-market
leader in CRM (customer relationship management) used by over 3500
companies; and ACT!, the best selling contact manager used by more than 3.2
million professionals and 11,000 corporations.
Through integration with leading back office software solutions, SalesLogix
provides a complete view of the customer. Both SalesLogix and ACT! dominate
in their respective markets, including high tech, real estate, financial
services, manufacturing, marketing and consulting industries. Interact
products are sold in over 67 countries worldwide both direct and through
value added resellers. Headquartered in Scottsdale, AZ, the company can be
found on the World Wide Web at (www.interact.com).
SalesLogix is a registered trademark of Interact Commerce Corporation. ACT!
is a registered trademark under exclusive license to Interact Commerce
Corporation by its owner, Symantec Corporation, in the U.S. and other
countries. All other trademarks or registered marks are owned by their
respective holders.