SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 To
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
NUMERICAL TECHNOLOGIES, INC.
(Name of Subject Company)
NUMERICAL TECHNOLOGIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, $0.0001 par value
(Title of Class of Securities)
67053T101
(CUSIP Number of Class of Securities)
Dr. Narendra K. Gupta
Interim President and Chief Executive Officer
70 West Plumeria Drive
San Jose, California 95134-2134
(408) 919-1910
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With a copy to:
John V. Roos, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
| ¨ | CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER |
This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, initially filed on January 23, 2003 by Numerical Technologies, Inc., a Delaware corporation (“Numerical” or the “Company”), as amended by Amendment No. 1 to Schedule 14D-9 filed by the Company on February 13, 2003, Amendment No. 2 to Schedule 14D-9 filed by the Company on February 21, 2003 and Amendment No. 3 to Schedule 14D-9 filed by the Company on February 25, 2003 (the “Schedule 14D-9” or the “Statement”). The Schedule 14D-9 relates to the tender offer by Neon Acquisition Corporation (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Synopsys, Inc., a Delaware corporation (“Synopsys”), to purchase all the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Numerical at a purchase price of $7.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 23, 2003, as amended, and in the related Letter of Transmittal, which were filed with the Schedule 14D-9 as Exhibits (a)(1) and (a)(2), respectively (the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO filed by Synopsys and Purchaser with the Securities and Exchange Commission on January 23, 2003, as amended by additional filings on February 5, 2003, February 13, 2003, February 21, 2003, February 25, 2003 and February 28, 2003. Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
ITEM 8. Additional Information.
Item 8 is hereby amended and supplemented by adding the following text as the penultimate subsection of Item 8:
“Subsequent Offering Period and Merger
“The subsequent offering period of the Offer expired at 12:00 midnight, New York City time, on Thursday, February 27, 2003. Synopsys and Purchaser have advised Numerical that, as of the expiration of the subsequent offering period of the Offer, an aggregate of approximately 31,067,037 Shares were validly tendered to Purchaser in the Offer, including approximately 79,780 Shares delivered through notices of guaranteed delivery, representing approximately 90.71% of the Shares outstanding. Purchaser has accepted all validly tendered Shares for payment in accordance with the terms of the Offer.
Pursuant to the terms of the Merger Agreement, Synopsys will cause the merger of Purchaser with and into the Company and expects to do so through a short-form merger. As a result of the Merger, each issued and outstanding Share that was not tendered in the Offer (other than Shares that are owned by Synopsys or the Company or any of their respective wholly owned subsidiaries, all of which will be cancelled without any consideration being exchanged therefor, and any Shares that are owned by stockholders who properly exercise dissenters’ rights under the DGCL) will be, by virtue of the Merger and without any action on the part of the holder thereof, converted into the right to receive the same price per Share paid in the Offer, that is $7.00 in cash, without interest thereon and
less any required withholding taxes, upon surrender of the certificate representing such Share, and the Company will become a wholly owned subsidiary of Synopsys.
On February 28, 2003, Synopsys issued a press release announcing the expiration of the subsequent offering period of the Offer, a copy of which is incorporated herein by reference as Exhibit (e)(25).”
ITEM 9. Material to be Filed as Exhibits.
The description of Exhibit (a)(1) is amended to read as follows:
“Offer to Purchase, dated January 23, 2003, as amended on February 5, 2003, February 13, 2003, February 21, 2003, February 25, 2003 and February 28, 2003 (incorporated by reference to Exhibit (a)(1)(A) to Schedule TO filed by Neon Acquisition Corporation and Synopsys, Inc. with respect to the Offer on January 23, 2003, as amended on February 5, 2003, February 13, 2003, February 21, 2003, February 25, 2003 and February 28, 2003 (“Schedule TO”)).”
Item 9 is hereby further amended and supplemented by adding the following exhibit thereto:
| Exhibit Number |
Description | |
| (e)(25) |
Press Release, dated February 28, 2003, issued by Synopsys (incorporated by reference to Exhibit (a)(1)(M) of Schedule TO). |
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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: February 28, 2003
| NUMERICAL TECHNOLOGIES, INC.
/S/ NARENDRA K. GUPTA Narendra K. Gupta Interim President and Chief Executive Officer |
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