-----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, A6QXy4jcnOUt/wieUIfcNo2xQfn6P4XMLnvfKI+H9ZlWk9CI2qosJeHTqO4Zp8Uz XaZhRDsyGTO7J/UQMjrNfQ== 0000950135-02-005625.txt : 20021219 0000950135-02-005625.hdr.sgml : 20021219 20021219114649 ACCESSION NUMBER: 0000950135-02-005625 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021219 GROUP MEMBERS: GREENLEAF CAPITAL, INC. GROUP MEMBERS: SOFTECH ACQUISTION CORP. GROUP MEMBERS: SOFTECH, INC. GROUP MEMBERS: WILLIAM D. JOHNSTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORKGROUP TECHNOLOGY CORP CENTRAL INDEX KEY: 0001007021 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043153644 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49712 FILM NUMBER: 02862634 BUSINESS ADDRESS: STREET 1: 81 HARTWELL AVE CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6176742000 MAIL ADDRESS: STREET 1: 81 HARTWELL AVE CITY: LEXINGTON STATE: MA ZIP: 02173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTECH INC CENTRAL INDEX KEY: 0000354260 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042453033 STATE OF INCORPORATION: MA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2 HOGHWAY DRIVE STREET 2: SUITE B 130 CITY: TEWSBURY STATE: MA ZIP: 01876 BUSINESS PHONE: 9786406222 MAIL ADDRESS: STREET 1: 4695 44TH STREET N E STREET 2: SUITE B 130 CITY: GRAND RAPIDS STATE: MI ZIP: 49512 SC TO-T/A 1 b45029stsctovtza.txt WORKGROUP TECHNOLOGY CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) WORKGROUP TECHNOLOGY CORPORATION (Name of Subject Company (Issuer)) SOFTECH, INC. SOFTECH ACQUISITION CORP. GREENLEAF CAPITAL, INC. WILLIAM D. JOHNSTON (Name of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 980903 20 7 (Cusip Number) JOSEPH P. MULLANEY PRESIDENT AND CHIEF OPERATING OFFICER SOFTECH, INC. 2 HIGHWOOD DRIVE TEWKSBURY, MA 01876 (781) 890-8373 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) CALCULATION OF FILING FEE Transaction Valuation: $3,753,872.* Amount of Filing Fee: $346.** * For purposes of calculating the filing fee only. The calculation of the transaction valuation assumes the purchase of 1,841,121 outstanding shares of Common Stock, par value $.01 per share, of Workgroup Technology Corporation at a purchase price of $2.00 per share, net to the seller in cash, without interest. The transaction valuation also includes the offer price of $2.00 less $1.26, which is the average exercise price per share for those options with an exercise price of less than the offer price multiplied by 96,797, the estimated number of options with an exercise price less than the offer price. ** The amount of the filing fee calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 issued by the Securities and Exchange Commission on October 18, 2002, equals 0.0092% of the value of the transaction. Page 2 of 10 [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 its date of filing. Amount previously paid: $346. Form or registration No.: SC TO-T. Filing Party: SofTech, Inc. Date Filed: November 20, 2002. SofTech Acquisition Corp. Greenleaf Capital, Inc. William D. Johnston [ ] 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: [x] Page 3 of 10 CUSIP NO. 980903-20-7 13D/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SofTech, Inc. 04-2453033 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,636,077 (1) / 1,657,009 (2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 1,636,077 (1) / 1,657,009 (2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SofTech, Inc. 1,636,077 (1) / 1,657,009 (2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 88.86%(3) 14 TYPE OF REPORTING PERSON* CO
Page 4 of 10 CUSIP NO. 980903-20-7 13D/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SofTech Acquisition Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,636,077 (1) / 1,657,009 (2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 1,636,077 (1) / 1,657,009 (2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SofTech Acquisition Corp. 1,636,077 (1) / 1,657,009 (2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 88.86%(3) 14 TYPE OF REPORTING PERSON* CO
Page 5 of 10 CUSIP NO. 980903-20-7 13D/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Greenleaf Capital, Inc. 38-3309224 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM [ ] 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Michigan 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,636,077 (1) / 1,657,009 (2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 1,636,077 (1) / 1,657,009 (2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Greenleaf Capital, Inc. 1,636,077 (1) / 1,657,009 (2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 88.86%(3) 14 TYPE OF REPORTING PERSON* CO
Page 6 of 10 CUSIP NO. 980903-20-7 13D/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William D. Johnston 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM [ ] 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,636,077 (1) / 1,657,009 (2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 1,636,077 (1) / 1,657,009 (2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON William D. Johnston 1,636,077 (1) / 1,657,009 (2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 88.86%(3) 14 TYPE OF REPORTING PERSON* IN
(1) Beneficial ownership of the shares of common stock is being reported hereunder because the reporting person may be deemed to have beneficial ownership of such shares as a result of the Merger Agreement and Stockholders Agreement described in Item 4 of the Schedule TO (as defined below). For purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, such beneficial ownership is expressly disclaimed, except to the extent of its respective pecuniary interest therein, if any, or as otherwise described in this Schedule 13D. (2) Reflects the exercise of the Purchase Option described in Item 4 of the Schedule TO. (3) The calculation of the foregoing percentage is based upon the number of shares of common stock of Workgroup Technology Corporation outstanding as of December 19, 2002. Page 7 of 10 This Amendment No.1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (this "Schedule TO"), filed initially with the Securities and Exchange Commission on November 20, 2002 by of SofTech, Inc., a Massachusetts corporation ("SofTech"), SofTech Acquisition Corp. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of SofTech, Greenleaf Capital, Inc. and William D. Johnston, each affiliates of SofTech (collectively, the "Reporting Persons"), relating to the tender offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $.01 per share (the "Shares"), of Workgroup Technology Corporation, a Delaware corporation (the "Issuer"), that are not owned by the Purchaser or SofTech at a purchase price of $2.00 per share, net to the seller in cash, without interest, upon the terms and conditions set forth in the Offer to Purchase dated November 20, 2002 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" and which, collectively with the Offer to Purchase, as each may be amended or supplemented from time to time, constitutes the "Offer), which were annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment also amends and supplements and constitutes an amendment to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on November 15, 2002 (the "Schedule 13D"). The information contained herein and in the Schedule TO is incorporated by reference for purposes of the Schedule 13D. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. ITEM 11. ADDITIONAL INFORMATION Items 8 and 11 of the Schedule TO are hereby amended and supplemented to add the following: "The initial offering period for the Offer expired at 12:00 midnight, Boston, Massachusetts time, on Wednesday, December 18, 2002. Upon the expiration of the initial offering period the Depositary notified SofTech and the Purchaser that approximately 1,506,576 Shares were validly tendered and not properly withdrawn as of the expiration of the initial offering period (including approximately 3,055 Shares tendered by Notice of Guaranteed Delivery). The Purchaser accepted for payment and purchase all such validly tendered Shares. This number of Shares, together with 129,501 Shares owned by SofTech, represented approximately 88.86% of the issued and outstanding Shares of the Company. Pursuant to the terms of the Merger Agreement, the Purchaser intends to exercise the Purchase Option such that after such exercise which it would own beneficially at least 90% of the Shares. Any remaining publicly held Shares (other than Shares with respect to which the holder exercises appraisal rights under Delaware law) will be acquired for $2.00, net to the seller, without interest, in the Merger upon the satisfaction or wavier of the conditions to the Merger in the Merger Agreement. As a result of the purchase of tendered Shares by the Purchaser in the Offer and the exercise of the Purchase Option, SofTech and the Purchaser will be able to consummate the Merger without the vote of the other holders of Shares in accordance with the DGCL. Pursuant to the terms of the Merger Agreement, on account of the fact that the Purchaser has accepted for purchase at least two-thirds of the outstanding Shares upon the expiration of the initial offering period, as of December 18, 2002, SofTech, the Purchaser and the then current executive officer and directors of the Company executed the Escrow Agreement, in the form attached as Exhibit B to the Merger Agreement, SofTech delivered the Escrow Amount to the Escrow Agent and all of the then current executive officer and directors of the Company resigned their positions with the exception of Frederick H. Phillips who remained on the Company's board of directors as the Independent Director. As of December 19, 2002, Mr. Phillips appointed the Purchaser Directors, Joseph P. Mullaney, Jean J. Croteau and Victor G. Bovey, to the Company's board of directors. On December 19, 2002, SofTech, on behalf of the Purchaser, issued a press release announcing the completion of the Offer. A copy of the press release is attached to this Amendment as Exhibit (a)(5)(D) Page 8 of 10 and is incorporated herein by reference." ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented to add the following exhibit: (a)(5)(D) Press Release issued by SofTech, Inc. on December 19, 2002. Page 9 of 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: December 19, 2002 SOFTECH, INC. /s/ Joseph P. Mullaney ----------------------------- Joseph P. Mullaney President and COO SOFTECH ACQUISITION CORP. /s/ Joseph P. Mullaney ----------------------------- Joseph P. Mullaney President GREENLEAF CAPITAL, INC. /s/ William D. Johnston ----------------------------- William D. Johnston President /s/ William D. Johnston ----------------------------- William D. Johnston Page 10 of 10 EXHIBIT INDEX (a)(5)(D) Press Release issued by SofTech, Inc. on December 19, 2002. EX-99.(A)(5)(D) 3 b45029stexv99wxayx5yxdy.txt PRESS RELEASE DATED DECEMBER 19, 2002 Exhibit (a)(5)(D) For Immediate Release SOFTECH COMPLETES TENDER OFFER OF SHARES OF WORKGROUP TECHNOLOGY CORPORATION COMMON STOCK TEWKSBURY, MASSACHUSETTS, DECEMBER 19, 2002 - SofTech, Inc. ("SofTech") (OTCBB: SOFT) announced the expiration of the initial offering period of the tender offer by SofTech for all of the outstanding shares of common stock of Workgroup Technology Corporation ("Workgroup" or the "Company") (OTCBB: WKGP) at a price of $2.00 per share, net in cash, at 12:00 midnight, Boston, Massachusetts time, on Wednesday, December 18, 2002. Upon the expiration of the initial offering period American Stock Transfer & Trust Company, the depositary for the tender offer, informed SofTech that approximately 1,506,576 shares were validly tendered and not properly withdrawn as of the expiration of the initial offering period (including approximately 3,055 shares tendered by Notice of Guaranteed Delivery). This number of shares, together with the shares owned by SofTech, represents approximately 88.86% of the issued and outstanding shares of the Company. All shares validly tendered were accepted for purchase and payment. Pursuant to the terms of the merger agreement entered into on November 13, 2002 among SofTech, a wholly owned subsidiary of SofTech and the Company, SofTech intends to exercise an option to purchase a number of newly issued shares of the Company (the "Purchase Option") such that after the exercise of the Purchase Option SofTech would beneficially own at least 90% of the outstanding shares of the Company. Thereafter, SofTech intends to complete its acquisition of Workgroup through a second-step merger in which all remaining publicly held shares (other than shares with respect to which the holder exercises appraisal rights under Delaware law) will be acquired for $2.00 per share, net in cash, without interest, upon the satisfaction or waiver of the conditions to the merger. As a result of the purchase of the tendered shares and the exercise of the Purchase Option, SofTech will be able to consummate the merger without the vote of the other holders of Shares in accordance with applicable law. As a result of the merger, shares of common stock of Workgroup will no longer be traded on the Over-the-Counter Bulletin Board. ABOUT SOFTECH SofTech is engaged in the development, marketing, distribution and support of CAD/CAM and product data management computer solutions. Founded in 1969, SofTech is headquartered in Tewksbury, Massachusetts and has additional offices in the United States and Europe. For more information, please visit SofTech's Web site at www.softech.com. ABOUT WORKGROUP Workgroup develops, markets and supports collaborative product data management software solutions to help manufactures optimize product development. Founded in 1992, Workgroup is headquartered in Burlington, Massachusetts. For more information, please visit Workgroup's Web site at www.workgroup.com. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS SOFTECH, INC. This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements about SofTech's future business operations, financial performance and market conditions. Such forward-looking statements involve risks and uncertainties inherent in business forecasts. These include, among other risks and uncertainties, general business and economic conditions, generating sufficient cash flow from operations to fund working capital needs, integrating Workgroup's existing products, employees and customers with SofTech's, achieving realizable synergies from such integration, the potential obsolescence of SofTech's and Workgroup's CAD and CAM technologies, maintaining existing relationships with SofTech's lenders, remaining in compliance with debt covenants, successful introduction and market acceptance of planned new products and the ability of SofTech to attract and retain qualified personnel both in its existing markets and in new territories. For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in SofTech's filings with the SEC. All documents also are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov and from SofTech's Web site at www.softech.com. SofTech assumes no obligation to update the forward-looking statements included in this document. FOR MORE INFORMATION PLEASE CONTACT: PRESS CONTACTS SOFTECH, INC. WORKGROUP TECHNOLOGY CORPORATION Joseph Mullaney Investor Relations (781) 890-8373 (781) 270-2620 www.softech.com www.workgroup.com 2 -----END PRIVACY-ENHANCED MESSAGE-----