-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QQgucNdL1WM1dvNlABZ2B/gb62RSoxp7QkqLw9AxrPvwa+5W+K5zCEh4dXnQEX3q lrq1/5L/+2o0s0hzlXPSjw== 0000950134-97-000022.txt : 19970106 0000950134-97-000022.hdr.sgml : 19970106 ACCESSION NUMBER: 0000950134-97-000022 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970103 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAD SYSTEMS CORP CENTRAL INDEX KEY: 0000313867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942160013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33377 FILM NUMBER: 97500807 BUSINESS ADDRESS: STREET 1: 3055 TRIAD DR CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAD SYSTEMS CORP CENTRAL INDEX KEY: 0000313867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942160013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 3055 TRIAD DR CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 SC 14D9/A 1 AMENDMENT NO. 3 TO FORM SC 14D-9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- AMENDMENT NO. 3 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------- TRIAD SYSTEMS CORPORATION (Name of Subject Company) TRIAD SYSTEMS CORPORATION (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 895818 20 1 (CUSIP Number of Class of Securities) JAMES R. PORTER PRESIDENT AND CHIEF EXECUTIVE OFFICER TRIAD SYSTEMS CORPORATION 3055 TRIAD DRIVE LIVERMORE, CA 94550 (510) 449-0606 (Name, address and telephone number of persons authorized to receive notice and communications on behalf of person(s) filing statement) COPY TO: DANIEL COOPERMAN, ESQ. McCUTCHEN, DOYLE, BROWN & ENERSEN MARKET POST TOWER, SUITE 1500 55 SOUTH MARKET STREET SAN JOSE, CA 95113 ================================================================================ 2 This Amendment No. 3 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed on October 23, 1996 by Triad Systems Corporation, a Delaware corporation (the "Company"), and amended by Amendment No. 1 filed on November 22, 1996 and Amendment No. 2 filed on December 13, 1996, relating to the offer by CCI Acquisition Corp., a Delaware corporation ("Purchaser"), an affiliate of Cooperative Computing, Inc., a Texas corporation ("Parent"), to purchase all of the Company's outstanding shares of common stock, $.001 par value (the "Shares") at a price of $9.25 per Share, net to the seller in cash, on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 23, 1996 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were attached thereto as Exhibits 1 and 2, respectively (which collectively constitute the "Offer"). ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The response to Item 8 is supplemented as follows: On January 2, 1997, Parent and Purchaser issued a joint press release, the text of which is attached hereto as Exhibit 99.14. The first and third paragraphs of such press release are incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule 14D-9 is supplemented by adding thereto the following information: Exhibit 99.14 Text of Press Release, dated January 2, 1997. 3 SIGNATURE After reasonable 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. January 3, 1997 TRIAD SYSTEMS CORPORATION By /s/ STANLEY F. MARQUIS --------------------------------- Stanley F. Marquis Vice President, Finance and Chief Financial Officer 2 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- Exhibit 99.14 Text of Press Release, dated January 2, 1997
EX-99.14 2 FORM OF PRESS RELEASE 1 EXHIBIT 99.14 Contact: Roy Winnick Kekst and Company (212) 593-2655 COOPERATIVE COMPUTING, INC. AND CCI ACQUISITION CORP. EXTEND CASH TENDER OFFER FOR SHARES OF TRIAD SYSTEMS CORPORATION UNTIL 10:00 A.M. ON FRIDAY, JANUARY 17, 1997 AUSTIN, TEXAS, JANUARY 2, 1997 -- Cooperative Computing, Inc. and its affiliate CCI Acquisition Corp., both of Austin, announced today that CCI Acquisition Corp. has extended until 10:00 A.M., New York City time, on Friday, January 17, 1997 its tender offer for all of the issued and outstanding shares of common stock of Triad Systems Corporation (NASDAQ:TRSC) of Livermore, California at a price of $9.25 per share, net to the seller in cash. The tender offer was previously scheduled to expire at 12:00 midnight, New York City time, on Friday, January 3, 1997. The terms of the extended tender offer are identical to those in the original tender offer contained in the tender offer materials filed with the Securities and Exchange Commission on October 23, 1996. CCI Acquisition Corp. has been advised by the depositary for the tender offer that as of 5:00 P.M., New York City time, on December 31, 1996, 12,002,666 shares of Triad Systems Corporation's common stock (approximately 67.6% of the issued and outstanding shares) had been validly tendered and not withdrawn. The Federal Trade Commission is continuing its review of the tender offer. Cooperative Computing, CCI Acquisition Corp. and Triad currently are cooperating, and intend to continue to cooperate, with the FTC in its review. -----END PRIVACY-ENHANCED MESSAGE-----