- Current report filing (8-K)
17 January 2009 - 8:50AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: January 16, 2009
(Date of earliest event reported)
INTERWOVEN, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware
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000-27389
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77-0523543
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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160 East Tasman Drive, San Jose, CA
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95134
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(Address of principal executive offices)
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(Zip Code)
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(408) 774-2000
(Registrants 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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.4225)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-3-4(c))
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Item 8.01. Other Events
On January 16, 2009, Interwoven, Inc. (the Company) began to communicate to its employees that it
was implementing a program to improve efficiency and lower its cost structure in view of current
economic conditions. As part of this cost reduction program, the Company plans to eliminate
approximately 70 positions across all functions and reduce its use of contractors and consultants.
The Company had 1,012 employees worldwide at December 31, 2008. The Company expects that the
workforce reduction will be substantially completed by the end of the first quarter of 2009,
although certain actions resulting from this program will continue over the remaining quarters of
2009. Once fully implemented, the Company anticipates cost savings of this program to be
approximately $8.0 million to $10.0 million annually. The Company currently estimates that it will
incur pre-tax restructuring charges from the workforce reduction of approximately $1.5 million to
$2.0 million. Substantially all the charges will result in future cash expenditures.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and
uncertainties. These forward-looking statements relate to our planned cost reduction activities
and include the Companys current estimates of the scope, timing and cost of those activities, and
the expected expense savings resulting from these activities. These statements are based on
expectations and information available to the Company at the time of this report and are not
guarantees of future results. Actual results could differ materially from current expectations as
a result of many factors including: the Companys ability to successfully execute its plan and
realize the expected benefits of the contemplated workforce reduction without significant
unexpected costs or delay; the effects of the announcement of the contemplated workforce reduction
on the Companys business, including its strategic and customer relationships; the Companys
ability to retain key employees; and the risk that events outside the Companys control, such as
reductions in spending by its existing and potential customers, will require changes to the planned
cost reduction program. Other factors that could cause Interwovens actual results to differ
materially from its expectations include the following: the Companys ability to execute
successfully through business cycles while it implements cost reduction activities; its ability to
develop new products, services, features and functionality successfully and on a timely basis;
customer acceptance of its solutions; changes in customer spending on enterprise content management
initiatives; the Companys ability to cross-sell and up-sell additional products into its installed
base of customers; its ability to successfully acquire businesses and technologies and to
successfully integrate and operate these acquired businesses and technologies; the timing and
impact of acquisition-related costs or amortization costs for acquired intangible assets; the
success of Interwovens strategic business alliances; intense competition in Interwovens markets;
changes in key personnel; the introduction of new products or services by competitors; and the
ongoing consolidation in Interwovens markets. These and other risks and uncertainties associated
with Interwovens business are described in its Quarterly Report on Form 10-Q for the period ending
September 30, 2008.
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 hereunto duly authorized.
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INTERWOVEN, INC.
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Date: January 16, 2009
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By:
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/s/ John E. Calonico, Jr.
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John E. Calonico, Jr.
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Senior Vice President and
Chief Financial Officer
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