SECURITIES AND EXCHANGE COMMISSION FORM SC 13E3/A Schedule filed to report going private transactions(Issuer Self-Tender Offer) [amend] Filing Date: 2001-06-07 SEC Accession No. 0000927016-01-501347 (HTML Version on secdatabase.com) SUBJECT COMPANY PERITUS SOFTWARE SERVICES INC Mailing Address Business Address 112 TURNPIKE ROAD 112 TURNPIKE ROAD CIK:1011632| IRS No.: 043126919 | State of Incorp.:MA | Fiscal Year End: 1231 WESTBOROUGH MA 01581 WESTBOROUGH MA 01581 Type: SC 13E3/A | Act: 34 | File No.: 005-51999 | Film No.: 1655602 9786700800 SIC: 7371 Computer programming services FILED BY PERITUS SOFTWARE SERVICES INC Mailing Address Business Address 112 TURNPIKE ROAD 112 TURNPIKE ROAD CIK:1011632| IRS No.: 043126919 | State of Incorp.:MA | Fiscal Year End: 1231 WESTBOROUGH MA 01581 WESTBOROUGH MA 01581 Type: SC 13E3/A 9786700800 SIC: 7371 Computer programming services Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-3) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder. Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 2 --------------------------------- PERITUS SOFTWARE SERVICES, INC. (Name of Issuer) PERITUS SOFTWARE SERVICES, INC. ROCKET SOFTWARE, INC. ROCKET ACQUISITION COMPANY, INC. JOHAN MAGNUSSON ANDREW YOUNISS MATTHEW KELLEY (Name of Person(s) Filing Statement) --------------------------------- Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) --------------------------------- 714006-10-3 (CUSIP Number of Class of Securities) --------------------------------- <TABLE> <CAPTION> <S> <C> <C> JOHN D. GIORDANO JOHAN MAGNUSSON JOHAN MAGNUSSON PERITUS SOFTWARE SERICES, INC. ANDREW YOUNISS ROCKET ACQUISTION COMPANY, INC. 112 TURNPIKE ROAD, SUITE 111 MATTHEW KELLEY c/o ROCKET SOFTWARE, INC. WESTBOROUGH, MA 01581 ROCKET SOFTWARE, INC. 2 APPLE HILL DRIVE (508) 870-0963 2 APPLE HILL DRIVE NATICK, MA 01760 NATICK, MA 01760 (508) 655-4321 (508) 655-4321 </TABLE> (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) Copy of Communications To: Peter B. Tarr, Esq. Peter M. Moldave, Esq. Hale and Dorr LLP Timothy M. Lindamood, Esq. 60 State Street Lucash, Gesmer & Updegrove, LLP Boston, MA 02109 40 Broad Street (617) 526-6639 Boston, MA 02109 (617) 350-6800 --------------------------------- Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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: [ ] Check the following box if the filing is a final amendment reporting the results of the transaction: [ ] ================================================================================ CALCULATION OF FILING FEE -------------------------------------------------------------------------------- Transaction valuation Amount of filing fee -------------------------------------------------------------------------------- $3,323,628.00 (*) $665.00 ================================================================================ * 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. will merge 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, will be 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, will be 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 will then be 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 the box if any part of the fee is offset as provided by Exchange Act 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: $665.00 Form or Registration No.: PREM14A Filing Party: Peritus Software Services, Inc. Date Filed: April 27, 2001 2 INTRODUCTION Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is being filed by Peritus Software Services, Inc., a Massachusetts corporation ("Peritus"), the issuer of the common stock, par value $0.01 per share ("Common Stock"), which is the subject of the Rule 13e-3 transaction, Rocket Software, Inc., a Massachusetts corporation ("Rocket Software"), Rocket Acquisition Company, Inc., a Massachusetts corporation ("Rocket Acquisition"), Johan Magnusson, Andrew Youniss and Matthew Kelley. This Schedule 13E-3 relates to the Agreement and Plan of Merger, dated as of April 18, 2001, by and among Peritus Software Services, Inc., Rocket Software, Inc. and Rocket Acquisition (the "Merger Agreement"). Concurrently with the filing of this Schedule 13E-3, Peritus is filing with the Securities and Exchange Commission a definitive proxy statement (the "Proxy Statement") under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to the special meeting of stockholders of Peritus at which the stockholders of Peritus will consider and vote upon, among other things, a proposal to approve and adopt the Merger Agreement and authorize the merger of Rocket Acquisition Company, Inc. with and into Peritus. As a result of this merger, the holders of shares of Common Stock of Peritus, other than Rocket Software, Rocket Acquisition, their respective wholly owned subsidiaries and stockholders who are entitled to and have dissenters' rights, will be entitled to receive $0.19 in cash for each share of Common Stock. Options will be treated as described more fully in the Proxy Statement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement. All ------- references in this Schedule 13E-3 to Items numbered 1001 through 1016 are references to Items contained in Regulation M-A under the Exchange Act. All information contained in this Schedule 13E-3 concerning Peritus has been supplied by Peritus, and all information concerning Rocket Software, Rocket Acquisition, Johan Magnusson, Andrew Youniss and Matthew Kelley has been provided by such entities or individuals, or their respective representatives. The information contained in the Proxy Statement, including all annexes thereto, is hereby expressly incorporated by reference. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement. Item 1. Summary Term Sheet Item 1001 Summary Term Sheet. The information contained in the section of the Proxy Statement entitled "Summary" is incorporated herein by reference. Item 2. Subject Company Information Item 1002 (a) Name and Address. The information contained in the sections of the Proxy Statement entitled "Questions and Answers About the Merger and the Special Meeting - Whom Should I Call If I Have Any Questions?" and "Summary - The Parties" is incorporated herein by reference. (b) Securities. The information contained in the sections of the Proxy Statement entitled "Questions and Answers About the Merger and the Special Meeting - What Vote is Required to Approve the Merger?", "Summary - Stock Ownership of Management, Directors and Other Affiliates", "Peritus Software Services, Inc. Special Meeting - Only Peritus Holders of Record Are Entitled to Vote", "Information About Stock Ownership" is incorporated herein by reference. (c) Trading Market and Price. The information contained in the section of the Proxy Statement entitled "Comparative Per Share, Market Price and Dividend Information" is incorporated herein by reference. (d) Dividends. The information contained in the sections of the Proxy