UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
WORKGROUP TECHNOLOGY CORPORATION
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(Name of Subject Company (Issuer))
SOFTECH, INC.
AND
SOFTECH ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF SOFTECH, INC.
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(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
980903 20 7
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(Cusip Number)
JOSEPH P. MULLANEY
PRESIDENT AND CHIEF OPERATING OFFICER
SOFTECH, INC.
2 HIGHWOOD DRIVE
TEWKSBURY, MA 08176
(781) 890-8373
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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CALCULATION OF FILING FEE
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Transaction Valuation: N/A Amount of Filing Fee: N/A
[ ] 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: Not applicable. Filing Party: Not applicable.
Form or registration No.: Not applicable. Date Filed: Not applicable.
[X] 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: [_]
Page 2 of 3
FOR IMMEDIATE RELEASE
SOFTECH, INC. ANNOUNCES AGREEMENT TO ACQUIRE WORKGROUP
TECHNOLOGY CORPORATION
November 13, 2002 - Today Workgroup Technology Corporation ("WTC") and
SofTech, Inc. announced the signing of a definitive merger agreement for SofTech
to acquire WTC for $3.7 million in cash, or $2.00 per share. The agreement
provides that a newly formed subsidiary of SofTech will commence an all-cash
tender offer within the next five business days. The offer will be conditioned
upon, among other things, WTC's stockholders tendering and not withdrawing at
least two-thirds of the outstanding shares of WTC, although SofTech can waive
this condition so long as the holders of at least a majority of the outstanding
shares of WTC have tendered and not withdrawn. Following the closing of the
tender offer, the transaction will be completed by an all-cash merger on the
same terms as those in the offer. Both the tender offer and the merger will be
subject to certain closing conditions. Certain WTC stockholders have agreed to
tender their shares into the tender offer. Such stockholders, together with
SofTech, own approximately 56% of the outstanding shares of WTC. The Board of
Directors of WTC has unanimously voted to approve the merger agreement,
authorize these transactions and recommend the tender offer to the WTC
stockholders.
"For many years, SofTech was a reseller of the WTC technology" said Joe
Mullaney, President and COO of SofTech, Inc. "In recent years our Cadra
technology was interfaced with the WTC product and is being utilized as an
integrated solution by a few of our common customers. It is my very strong
belief that there are significant efficiencies that can be realized through the
combination of our two businesses and the further integration of our product
lines."
PRODUCT LINE SYNERGIES:
- SofTech's Cadra product line has a substantial installed base of
customers in North America, Western Europe and Japan. Most of these
customers have a need to manage engineering data produced by several
proprietary 2D and 3D design tools. WTC's technology will be offered
as an integrated solution to the Cadra customers through direct and
indirect distribution to solve these customers needs;
- WTC has extensive experience in interfacing to proprietary design tools.
This experience will be extremely beneficial to the continued
development of SofTech's DesignGateway technology, an interoperability
solution that bridges many of the most popular 2D and 3D proprietary
design tools includingPro/E, Solidworks, Inventor, AutoCad, Cadra and
Mechanical Desktop;
Page 3 of 3
COST SYNERGIES:
- Facility consolidation and reduction of redundant functions (Management,
G&A, Facility, Communications) will save the combined company between
$3 and $4 million per year;
Mr. Mullaney added: "In addition to the benefits the combination provides
our customers and our development efforts, there can be tremendous benefits to
the new SofTech. Over the next 12 months following the completion of the
transaction we expect to increase substantially our annual revenue and annual
cash flow."
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 WTC's existing products, employees and
customers with SofTech's, achieving realizable synergies from such integration,
the potential obsolescence of SofTech's and WTC'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.
The description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of WTC. At the time the tender offer is
commenced, SofTech and its subsidiary will file a Tender Offer Statement and WTC
will file a Solicitation/Recommendation Statement with respect to the offer. The
Tender Offer Statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the Solicitation/Recommendation
Statement will contain important information that should be read carefully
before any decision is made with respect to the offer. The offer to purchase,
the related letter of transmittal and certain other documents, as well as the
Solicitation/Recommendation Statement, will be made available to all
shareholders of WTC, at no expense to them. The Tender Offer Statement
(including an offer to purchase, a related letter of transmittal and other offer
documents) and the Solicitation/Recommendation Statement will also be available
at no charge at the Securities and Exchange Commission's website at www.sec.gov.