UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 25, 2012
RightNow Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-31321 | 81-0503640 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
136 Enterprise Boulevard Bozeman, Montana | 59718 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (406) 522-4200
N/A
(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) |
| ¨ | 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)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 25, 2012, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 23, 2011, among RightNow Technologies, Inc. (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”) and wholly-owned subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”) and Rhea Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger, the Company became an indirect wholly-owned subsidiary of Oracle. The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved by the Company’s board of directors and by its stockholders at a special meeting of the stockholders held on December 22, 2011.
At the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger, other than shares held by any stockholder of the Company who properly exercised appraisal rights with respect thereto in accordance with Section 262 of the Delaware General Corporation Law and shares owned by the Company as treasury stock or by Parent or any subsidiary of either the Company or Parent, was converted into the right to receive $43.00 in cash, without interest and less any applicable withholding taxes.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified The NASDAQ Global Select Market (“NASDAQ”) on January 25, 2012 that the Merger was consummated, and trading of the common stock of the Company on NASDAQ has been suspended. NASDAQ has filed a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to report that the shares of the Company’s common stock are no longer listed on NASDAQ. The Company intends to file a certification on Form 15 with the SEC requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
At the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger, other than shares held by any stockholder of the Company who properly exercised appraisal rights with respect thereto in accordance with Section 262 of the Delaware General Corporation Law and shares owned by the Company as treasury stock or by Oracle or any subsidiary of either the Company or Oracle, was converted into the right to receive $43.00 in cash, without interest and less any applicable withholding taxes.
Item 5.01 Changes in Control of Registrant.
Upon the closing of the Merger on January 25, 2012, a change in control of the Company occurred, and the Company now is an indirect wholly owned subsidiary of Oracle, as described in Item 2.01 of this Current Report on Form 8-K. At the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger, other than shares held by any stockholder of the Company who properly exercised appraisal rights with respect thereto in accordance with Section 262 of the Delaware General Corporation Law and shares owned by the Company as treasury stock or by Oracle or any subsidiary of either the Company or Oracle, was converted into the right to receive $43.00 in cash, without interest and less any applicable withholding taxes. The merger consideration will be funded through Oracle’s internally available cash, cash from operations and cash from previous borrowings. See Items 2.01 and 3.03 of this Current Report on Form 8-K, which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger, each of Greg Gianforte, William Lansing, Gregory Avis, Richard Allen, Thomas Kendra and Allen Snyder resigned from his respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on January 25, 2012. Following the Merger and pursuant to the terms of the Merger Agreement, at the effective time of the Merger on January 25, 2012, the size of the Board of Directors of the Company was reduced to one member and Brian Higgins was appointed as the sole member of the Board of Directors of the Company.
Following the Merger and pursuant to the terms of the Merger Agreement, at the effective time of the Merger on January 25, 2012, the officers of Merger Sub immediately prior to the effective time of the Merger became the officers of the Company, with Dorian Daley appointed as President and Chief Executive Officer of the Company and Eric Ball appointed as Chief Financial Officer and Treasurer of the Company.
Ms. Daley, 52, has been Senior Vice President, General Counsel and Secretary of Oracle since October 2007. She served as Vice President, Legal, Associate General Counsel and Assistant Secretary from June 2004 to October 2007, as Associate General Counsel and Assistant Secretary from October 2001 to June 2004, and as Associate General Counsel from February 2001 to October 2001. She joined Oracle’s Legal Department in 1992.
Mr. Ball, 48, has been Senior Vice President, Treasurer of Oracle since November, 2011. He served as Vice President, Treasurer from May 5, 2005 to November, 2011. He joined Oracle’s Treasury Group in May, 2005.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub in effect immediately prior to the effective time of the Merger. The amended and restated certificate of incorporation and amended and restated bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Number | Title | |||
| 2.1 | Agreement and Plan of Merger, dated as of October 23, 2011, by and among RightNow Technologies, Inc., OC Acquisition LLC and Rhea Acquisition Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2011). | |||
| 3.1 | Fourth Amended and Restated Certificate of Incorporation of RightNow Technologies, Inc. | |||
| 3.2 | Second Amended and Restated Bylaws of RightNow Technologies, Inc. | |||
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.
| RightNow Technologies, Inc. | ||||||
| Date: January 25, 2012 | By: | /s/ Brian S. Higgins | ||||
| Name: Brian S. Higgins | ||||||
| Title: Vice President | ||||||
| Number | Title | |
| 2.1 | Agreement and Plan of Merger, dated as of October 23, 2011, by and among RightNow Technologies, Inc., OC Acquisition LLC and Rhea Acquisition Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2011). | |
| 3.1 | Amended and Restated Certificate of Incorporation of RightNow Technologies, Inc. | |
| 3.2 | Amended and Restated Bylaws of RightNow Technologies, Inc. | |
