UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-51299
TALEO CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 52-2190418 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
4140 Dublin Boulevard, Suite 400
Dublin, California 94568
(Address of principal executive offices, including zip code)
(925) 452-3000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
On August 2, 2011, the registrant had 41,317,075 shares of Class A common stock outstanding.
TALEO CORPORATION
Explanatory Note
The sole purpose of this Amendment No. 1 to Taleo Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 8, 2011 (the “Form 10-Q”) is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following eXtensible Business Reporting Language (XBRL) interactive data files that were omitted from Taleo Corporation’s Form 10-Q:
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
| ITEM 6. | EXHIBITS |
Exhibit Number | Description | |
| 2.1 | Share Purchase Agreement dated June 21, 2011, by and among Taleo (UK) Limited, Jobpartners Limited, the shareholders of Jobpartners Limited and Partech International Partners SAS as Shareholder Representative(which is incorporated herein by reference to Exhibit 2.1 to Taleo’s Current Report on Form 8-K (File No. 000-51299) filed on June 22, 2011). | |
| 10.1 (1) | Employment Agreement with Jason Blessing dated as of July 11, 2011. | |
| 10.2 (1) | Employment Agreement with Heidi Melin dated as of May 16, 2011. | |
| 10.3 (1) | Agreement dated as of May 23, 2011, by and between the Registrant and Equinix Operating Co., Inc. | |
| 10.4 | Credit Agreement, dated as of April 22, 2011, by and among Taleo Corporation, each of the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, Comerica Bank, as Syndication Agent, and J.P. Morgan Securities LLC and Comerica Bank, as Joint Bookrunners and Joint Lead Arrangers (which is incorporated herein by reference to Exhibit 10.1 to Taleo’s Current Report on Form 8-K (File No. 000-51299) filed on April 28, 2011). | |
| 31.1 (1) | Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
| 31.2 (1) | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
| 32.1 (1) | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS (2) (3) | XBRL Instance Document | |
| 101.SCH (2) (3) | XBRL Taxonomy Extension Schema Document | |
| 101.CAL (2) (3) | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF (2) (3) | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB (2) (3) | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE (2) (3) | XBRL Taxonomy Extension Presentation Linkbase Document | |
| (1) | Previously filed as an exhibit to Taleo Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 8, 2011. |
| (2) | Furnished with this Form 10-Q/A. |
| (3) | Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability. |
SIGNATURES
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, thereunto duly authorized.
| TALEO CORPORATION | ||
| By: | /s/ Douglas C. Jeffries | |
| Douglas C. Jeffries | ||
| Executive Vice President and Chief Financial Officer | ||
Date: September 7, 2011