UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 5, 2016
Marketo, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | | 001-35909 | | 56-2558241 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
901 Mariners Island Blvd., Suite 500
San Mateo, California 94404
(Address of principal executive offices, Zip code)
(650) 376-2300
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K/A is filed as an amendment (Amendment No. 2) to the Current Report on Form 8-K filed by Marketo, Inc. under Item 8.01 on July 11, 2016. Amendment No. 2 is being filed to update the previously filed information.
ITEM 8.01 Other Events.
As previously disclosed, on July 21, 2016, the plaintiff in a purported stockholder class action lawsuit captioned Rosati v. Marketo, Inc. et al., Case No. 3:16-cv-3907 filed a request for a Temporary Restraining Order seeking to enjoin the shareholder vote. Marketo opposed that request. On July 26, 2016, the Court denied plaintiff’s request. The stockholder vote will proceed as planned at a special meeting (the “Special Meeting”) of the stockholders of Marketo to be held on July 28, 2016, at Marketo’s headquarters, located at 901 Mariners Island Blvd., 1st Floor, San Mateo, CA 94404, at 2:30 p.m. Pacific time.
At the Special Meeting, the stockholders of Marketo will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated May 27, 2016, as it may be amended from time to time (the “Merger Agreement”), by and among Marketo, Milestone Holdco, LLC (“Parent”), and Milestone Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are entities that are affiliated with Vista Equity Partners Management, LLC, a leading private equity firm focused on investments in software, data and technology-enabled companies. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Marketo, with Marketo continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the “Merger”).
The Board of Directors has unanimously: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of, Marketo and its stockholders; and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors has recommended that stockholders of Marketo vote: (1) “FOR” the adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Additional Information and Where to Find It
Marketo, Inc. (“Marketo”) has filed a definitive proxy statement of Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the proposed merger with Milestone Merger Sub, Inc., pursuant to which Marketo would be acquired by entities affiliated with Vista Equity Partners (the “Merger”). Beginning on June 29, 2016, Marketo mailed the definitive proxy statement and other relevant documents to Marketo stockholders as of the June 28, 2016 record date for a special meeting of stockholders of Marketo to be held on July 28, 2016, at Marketo’s headquarters, located at 901 Mariners Island Blvd., 1st Floor, San Mateo, CA 94404, at 2:30 p.m. Pacific time. The definitive proxy statement described above contains important information about the proposed merger and related matters. STOCKHOLDERS OF MARKETO AND OTHER INTERESTSED PERSONS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT MARKETO WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MARKETO AND THE TRANSACTION. Investors and stockholders will be able to obtain free copies of these documents and other documents filed with the SEC by Marketo through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of these documents from Marketo by contacting Marketo’s Investor Relations at (650) 727-6845, by e-mail at ir@marketo.com, or by going to Marketo’s Investor Relations page on its website at investors.marketo.com and clicking on the link titled “SEC Filings.”
Participants in the Solicitation
The directors and executive officers of Marketo may be deemed to be participants in the solicitation of proxies from the stockholders of Marketo in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the transaction described herein is set forth in Marketo’s definitive proxy statement of Schedule 14A filed with the SEC on June 29, 2016.
Legal Notice Regarding Forward-Looking Statements
This letter contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding possible or assumed future results of operations of Marketo, the expected completion and timing of the Merger and other information relating to the Merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and other words or expressions of similar meaning or import are intended to identify forward-looking statements. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect Marketo’s business and the price of the common stock of Marketo, (ii) the failure to satisfy all of the conditions precedent to the consummation of the proposed Merger, including, but not limited to, the required
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