UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (date of earliest event reported): September 28, 2009
MSC.SOFTWARE
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-8722
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95-2239450
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2
MacArthur Place
Santa
Ana, California
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92707
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(714)
540-8900
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry
into a Material Definitive
Agreement.
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On
September 28, 2009, MSC.Software Corporation (“MSC” or the “Company”)
entered into an amendment (the “Amendment”) to the Agreement and Plan of Merger
among MSC, Maximus Holdings Inc. (“Parent”), an entity controlled
by Symphony Technology Group (“Symphony”) and Maximus Inc. dated as of July
7, 2009 (the “Merger Agreement”). Under the terms of the Amendment, Parent has
agreed to increase the purchase price under the Merger Agreement to $8.40 per
share in cash. The Company and Parent have also agreed that the Termination Fee
(as defined in the Merger Agreement) will be increased from $11.8 million to $13
million and the Parent Termination Fee (as defined in the Merger Agreement) will
be increased from $16.8 million to $40 million. Financing for the
increase in purchase price will be provided entirely by affiliates of
Symphony.
A copy of
the Amendment is attached hereto as Exhibit 2.2. The foregoing description of
the Amendment is qualified in its entirety by reference to the full texts of the
Merger Agreement and the Amendment.
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Item 8.01
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Additional
Information.
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On
September 28, 2009, the Company issued a press release regarding the
execution of the Amendment and the rescheduling of the special meeting of the
stockholders of MSC previously scheduled for September 30, 2009 to October 9,
2009. The special meeting will be held at 9 a.m. Pacific time at the Four
Seasons Hotel, 2050 University Avenue, East Palo Alto, CA 94303. The record date
for the special meeting will remain at August 27, 2009. A copy of this press
release is furnished as Exhibit 99.1 to this report.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Description
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2.1
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Agreement
and Plan of Merger dated as of July 7, 2009 among MSC.Software
Corporation, Maximus Holdings Inc. and Maximus Inc. (incorporated by
reference to the Current Report on Form 8-K filed by MSC.Software
Corporation on July 8, 2009)
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2.2
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Amendment
to Agreement and Plan of Merger dated as of September 28, 2009 among
MSC.Software Corporation, Maximus Holdings Inc. and Maximus
Inc.
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99.1
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Press
Release issued by MSC.Software Corporation, dated September 28,
2009
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Important
Information For Investors And Stockholders
MSC.Software Corporation has filed a
proxy statement with the SEC in connection with the merger relating to the
Symphony Agreement.
INVESTORS
AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION
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Investors and stockholders may obtain these documents free of charge at the
website maintained by the SEC at
www.sec.gov
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In addition, documents filed with the SEC by MSC.Software Corporation are
available free of charge by contacting Investor Relations by telephone at (714)
444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2
MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software
Corporation’s Investor Relations page on its corporate web site at
http://ir.mscsoftware.com/
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This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities.
MSC.Software Corporation and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of MSC.Software Corporation in
connection with the merger relating to the Symphony
Agreement. Information regarding the interests of these directors and
executive officers in the transaction described herein is set forth the proxy
statement described above. Additional information regarding
these
directors and executive officers is also included in MSC.Software Corporation’s
proxy statement for its 2009 Annual Meeting of Stockholders, which was filed
with the SEC on April 10, 2009. This document is available free
of charge at the SEC’s web site at
www.sec.gov
, and from
MSC.Software Corporation by contacting Investor Relations by telephone at (714)
444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2
MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software
Corporation’s Investor Relations page on its corporate web site at
http://ir.mscsoftware.com/
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Cautionary
Statement Regarding Forward-Looking Statements
This communication
contains forward-looking statements that involve numerous risks and
uncertainties. The statements contained in this communication that
are not purely historical are forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act,
including, without limitation, statements regarding the expected benefits and
closing of the proposed merger relating to the Symphony Agreement, the
management of the company and the company’s expectations, beliefs and
intentions
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All
forward-looking statements included in this document are based on information
available to MSC.Software Corporation on the date hereof. In some
cases, you can identify forward-looking statements by terminology such as “may,”
“can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,”
“believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,”
“projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of
such words, similar expressions, or the negative of these terms or other
comparable terminology. No assurance can be given that
any of the events
anticipated by the forward-looking statements will transpire or occur, or if any
of them do so, what impact they will have on our results of operations or
financial condition.
Accordingly, actual results may differ
materially and adversely from those expressed in any forward-looking
statements. Neither MSC.Software Corporation nor any other person can
assume responsibility for the accuracy and completeness of forward-looking
statements.
There are various
important factors that could cause actual results to differ materially from
those in any such forward-looking statements, many of which are beyond
MSC.Software Corporation’s control. These factors include: failure to
obtain stockholder approval of the proposed merger relating to the Symphony
Agreement; failure to obtain, delays in obtaining or adverse conditions
contained in any required regulatory or other approvals; failure to consummate
or delay in consummating the transaction relating to the Symphony Agreement for
other reasons; changes in laws or regulations; and changes in general economic
conditions. MSC undertakes no obligation (and expressly disclaims any
such obligation) to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or
otherwise. For additional information please refer to MSC.Software
Corporation’s
most recent Form 10-K, 10-Q and 8-K reports filed with the
SEC.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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MSC.SOFTWARE
CORPORATION
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(Registrant)
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Date:
September 29, 2009
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By:
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/s/
John A. Mongelluzzo
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John
A. Mongelluzzo
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Executive
Vice President, Business Administration, Legal Affairs and
Secretary
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Exhibit Index
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Description
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2.1
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Agreement
and Plan of Merger dated as of July 7, 2009 among MSC.Software
Corporation, Maximus Holdings Inc. and Maximus Inc. (incorporated by
reference to the Current Report on Form 8-K filed by MSC.Software
Corporation on July 8, 2009)
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2.2
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Amendment
to Agreement and Plan of Merger dated as of September 28, 2009 among
MSC.Software Corporation, Maximus Holdings Inc. and Maximus
Inc.
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99.1
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Press
Release issued by MSC.Software Corporation, dated September 28,
2009
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