-----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, Ud9Hb1iT0q1GRtQpWJ1ZmMFflXBpqXzano+vXUeV0QY2QKVctPVGN/EMP9S7fhWa vTiZguAaRJkqMqE8xNstCg== 0000950172-99-000491.txt : 19990503 0000950172-99-000491.hdr.sgml : 19990503 ACCESSION NUMBER: 0000950172-99-000491 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990430 GROUP MEMBERS: STERLING SOFTWARE (SOUTHWEST) INC. GROUP MEMBERS: STERLING SOFTWARE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERLINK COMPUTER SCIENCES INC CENTRAL INDEX KEY: 0000745597 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942990567 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47657 FILM NUMBER: 99607250 BUSINESS ADDRESS: STREET 1: 47370 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 MAIL ADDRESS: STREET 1: 47370 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING SOFTWARE INC CENTRAL INDEX KEY: 0000716714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 751873956 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149811000 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4)* Interlink Computer Sciences, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class and Securities) 458747102 (CUSIP Number) Don J. McDermett, Jr., Esq. Sterling Software, Inc. 300 Crescent Court Suite 1200 Dallas, Texas 75201 Telephone: (214) 981-1000 Facsimile: (214) 981-1265 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Richard J. Grossman, Esq. Skadden, Arps, Slate Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Telephone: (212) 735-3000 Facsimile: (212) 735-2000 April 30, 1999 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ( ) _________________________ * This represents the final amendment. This Amendment No. 4 to Schedule 13D (which constitutes the Final Amendment) amends and supplements the Schedule 13D originally filed on March 30, 1999, as amended and supplemented by Amendment No. 1 filed on April 7, 1999, Amendment No. 2 filed on April 22, 1999 and Amendment No. 3 filed on April 27, 1999 (the "Schedule 13D") by Sterling Software, Inc., a Delaware corporation ("Parent"), and Sterling Software (Southwest), Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser"), relating to the tender offer by Purchaser to purchase all of the outstanding shares of common stock, par value $.001 per share (the "Common Stock" and, together with the associated Preferred Share Purchase Rights, the "Shares"), of Interlink Computer Sciences, Inc., a Delaware corporation (the "Company"), and subsequent merger (the "Merger") of Purchaser with and into the Company upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 23, 1999, by and among Parent, Purchaser and the Company (the "Merger Agreement"). In connection with the foregoing, Parent and Purchaser hereby amend and supplement the Schedule 13D as follows: ITEM 4. PURPOSE OF TRANSACTION. ITEM 5. INTEREST IN SECURITIES OF ISSUER. Item 4 and Items 5(a) - (c) are hereby amended and supplemented by the addition of the following information: On April 30, 1999, pursuant to the terms and conditions of the Merger Agreement, Purchaser was merged with and into the Company such that the Company became an indirect wholly owned subsidiary of Parent. Each Share issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than the Shares owned by the Company, Parent or Purchaser or any subsidiary of the Company or Parent, or Shares held by dissenting stockholders who properly exercise and perfect their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware) was, by virtue of the Merger, converted into the right to receive $7.00 in cash. Each Share held by the Company, Parent or Purchaser or any subsidiary of the Company or Parent immediately prior to the Effective Time was, by virtue of the Merger, cancelled and retired and ceased to exist. Each share of the common stock, par value $.01 per share, of Purchaser was, by virtue of the Merger, converted into one share of the common stock of the Company. Accordingly, Parent indirectly owns 1,000 shares of the outstanding common stock of the Company, which is 100% of the outstanding common stock thereof. In addition, a Form 15 will be filed with the Securities and Exchange Commission on April 30, 1999 in order to deregister the common stock of the Company under the Securities Exchange Act of 1934, as amended, and the Shares will no longer be authorized for quotation on the NASDAQ National Market after such date. 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. Dated: April 30, 1999 STERLING SOFTWARE, INC. By: /s/ Don J. McDermett, Jr. -------------------------------- Name: Don J. McDermett, Jr. Title: Senior Vice President STERLING SOFTWARE (SOUTHWEST), INC. By: /s/ Don J. McDermett, Jr. --------------------------------- Name: Don J. McDermett, Jr. Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----