SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Actuate Corp – ‘SC 14D9/A’ on 12/22/14 re: Actuate Corp

On:  Monday, 12/22/14, at 4:56pm ET   ·   Accession #:  1193125-14-450741   ·   File #:  5-54539

Previous ‘SC 14D9’:  ‘SC 14D9/A’ on 12/18/14   ·   Next:  ‘SC 14D9/A’ on 1/2/15   ·   Latest:  ‘SC 14D9/A’ on 1/16/15

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/22/14  Actuate Corp                      SC 14D9/A              1:17K  Actuate Corp                      RR Donnelley/FA

Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment to Tender-Offer                           HTML     14K 
                          Solicitation/Recommendation Statement                  


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  SC 14D9/A  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

ACTUATE CORPORATION

(Name of Subject Company)

 

 

ACTUATE CORPORATION

(Name of Person Filing Statement)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

00508B102

(CUSIP Number of Class of Securities)

Peter I. Cittadini

President and Chief Executive Officer

Actuate Corporation

951 Mariners Island Boulevard, Suite 700

San Mateo, California 94404

(650) 645-3000

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the person filing statement)

 

 

With a copy to:

 

Douglas Cogen

Fenwick & West LLP

555 California Street, 12th Floor

San Francisco, CA 94104

(415) 875-2300

 

Thomas E. McKeever

Senior Vice President, General Counsel, Corporate Development, Chief Compliance Officer and Secretary

Actuate Corporation

951 Mariners Island Boulevard

San Mateo, California 94404

(650) 645-3000

 

 

 

¨   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 


This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Actuate Corporation, a Delaware corporation (the “Company”), initially filed on December 16, 2014, and amended on December 18, 2014 (as amended, the “Initial Schedule 14D-9”). The Initial Schedule 14D-9 and this Amendment relate to the tender offer by Asteroid Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Open Text Corporation, a Canadian corporation (“Parent” or “OpenText”), to purchase all Shares (as defined in the Initial Schedule 14D-9 in Item 1 under the heading “Class of Securities”) that are issued and outstanding, at a price of $6.60 per Share net to the seller in cash (the “Offer Price”), without interest thereon and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 16, 2014 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which were filed with the Initial Schedule 14D-9 and are incorporated by reference as Exhibits (a)(1)(i) and (a)(1)(ii) thereto, and are incorporated by reference herein. Except as otherwise set forth below, the information set forth in the Initial Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Initial Schedule 14D-9.

 

Item 8. ADDITIONAL INFORMATION.

1. The section captioned “Antitrust Compliance” under Item 8 of the Initial Schedule 14D-9 is hereby amended and supplemented by deleting the second paragraph and replacing it in its entirety with the following:

“Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar-day waiting period following the filing of certain required information and documentary material concerning the Offer (and the Merger) with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. On December 19, 2014, the FTC and the Antitrust Division granted early termination of the required waiting period under the HSR Act applicable to the Offer and the Merger. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied.”


SIGNATURE

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.

 

Date:   December 22, 2014     ACTUATE CORPORATION
      By:  

/s/ Peter I. Cittadini

        Peter I. Cittadini
        President and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9/A’ Filing    Date    Other Filings
Filed on:12/22/14SC TO-T/A
12/19/14
12/18/14SC 14D9/A,  SC TO-T/A
12/16/14SC 14D9,  SC TO-T
 List all Filings 
Top
Filing Submission 0001193125-14-450741   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Mar. 29, 1:13:53.1am ET