-----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, QBwT6cPG7xR2GQ1fIx6c+m+0H+EaLGOnb6CbihXnW9CRfCeUFGrWEjKcwmlQUN5x InLLjp4oz2n3hbuZ8K/bbg== 0001047469-06-013605.txt : 20061107 0001047469-06-013605.hdr.sgml : 20061107 20061107091237 ACCESSION NUMBER: 0001047469-06-013605 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061107 DATE AS OF CHANGE: 20061107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY INTERACTIVE CORP CENTRAL INDEX KEY: 0000867058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770224776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43529 FILM NUMBER: 061192150 BUSINESS ADDRESS: STREET 1: 379 N. WHISMAN ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-3969 BUSINESS PHONE: 6506035300 MAIL ADDRESS: STREET 1: 379 N. WHISMAN ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-3969 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY INTERACTIVE CORPORATION DATE OF NAME CHANGE: 19930910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY INTERACTIVE CORP CENTRAL INDEX KEY: 0000867058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770224776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 379 N. WHISMAN ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-3969 BUSINESS PHONE: 6506035300 MAIL ADDRESS: STREET 1: 379 N. WHISMAN ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-3969 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY INTERACTIVE CORPORATION DATE OF NAME CHANGE: 19930910 SC 14D9/A 1 a2174330zsc14d9a.htm SC 14D9/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14D-9

(Amendment No. 9)

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

MERCURY INTERACTIVE CORPORATION
(Name of Subject Company)

MERCURY INTERACTIVE CORPORATION
(Name of Person(s) Filing Statement)

Common Stock, par value $0.002 per share
(Title of Class of Securities)

589405109 (Common Stock)
(CUSIP Number of Class of Securities)

David K. Ritenour, Esq.
c/o Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501

(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement).




        This Amendment No. 9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the "SEC") on August 17, 2006 (as previously filed with the SEC and as the same may be amended or supplemented from time to time, the "Schedule 14D-9"), by Mercury Interactive Corporation ("Mercury" or the "Company"), a Delaware corporation, relating to the tender offer made by Mars Landing Corporation ("Offeror"), a Delaware corporation and wholly-owned subsidiary of Hewlett-Packard Company ("Hewlett-Packard"), a Delaware corporation, as set forth in a Tender Offer Statement filed by Offeror and Hewlett-Packard on Schedule TO, dated August 17, 2006 (as previously filed with the SEC and as the same may be amended or supplemented from time to time, the "Schedule TO"), to purchase all of the outstanding shares of common stock of the Company at a price of $52.00 per share, net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 17, 2006, and in the related Letter of Transmittal. Any capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

        All information in the Schedule 14D-9 is incorporated in this Amendment No. 9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8. Additional Information.

(a)
The section entitled "The Offer" in Item 8 of the Schedule 14D-9 is amended and restated as follows:

        "The Offer.

        On November 6, 2006, the guaranteed delivery period for the Offer expired. According to Computershare Trust Company, N.A., the depositary for the Offer, after giving effect to the settlement of shares of Common Stock tendered by notice of guaranteed delivery, 84,985,209 shares of Common Stock were validly tendered in the Offer and not withdrawn, representing approximately 95.3% of the outstanding Common Stock.

        On November 7, 2006, Hewlett-Packard announced that the closing of the Short-Form Merger occurred on November 6, 2006. In connection with the Short-Form Merger, each share of Common Stock not tendered pursuant to the Offer (other than shares of Common Stock held by (a) Offeror, Hewlett-Packard and the Company, or (b) stockholders, if any, who properly exercise their appraisal rights under the DGCL) was converted into the right to receive $52.00 per share, net to the seller in cash without interest thereon, less any required withholding taxes. The Company is the Surviving Corporation and is now a wholly-owned subsidiary of Hewlett-Packard."

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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.

        Dated: November 7, 2006.

    By:   /s/  JON E. FLAXMAN      
    Name: Jon E. Flaxman
    Title: Treasurer and Secretary

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