- Current report filing (8-K)
25 January 2012 - 9:15AM
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 (Date of earliest event reported) January 24, 2012
RIGHTNOW TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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000-31321
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81-0503640
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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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136 ENTERPRISE BOULEVARD, BOZEMAN, MT
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59718
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 240.13e-4(c))
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On
January 24, 2012, RightNow Technologies, Inc. (RightNow) received notification from the United States Department of Justice (the DOJ) that the DOJ has closed its investigation of the proposed acquisition of RightNow by OC
Acquisition LLC, a wholly-owned subsidiary of Oracle Corporation (the Merger). On January 24, 2012, RightNow also received notification from the Federal Trade Commission that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 regarding the Merger has been terminated. As previously announced, RightNows stockholders approved the Merger on December 22, 2011. RightNow anticipates that the completion of the Merger will take place on January
25, 2012, subject to the satisfaction or waiver of the closing conditions specified in the merger agreement.
Safe Harbor for Forward
Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These 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, the ability of the parties to consummate the proposed Merger; satisfaction of closing conditions; the impact of the announcement or the closing of the Merger on
RightNows relationships with its employees, existing customers or potential future customers; the ability of Oracle Corporation to successfully integrate RightNows operations and employees; the ability to realize anticipated synergies
and costs savings of the proposed Merger; and such other risks detailed in RightNows Quarterly Report on Form 10-Q filed with the SEC on November 4, 2011, which contains and identifies important factors that could cause actual results to
differ materially from those contained in the forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof. RightNow assumes no obligation to update any forward-looking
statement contained in this Current Report on Form 8-K.
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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RIGHTNOW TECHNOLOGIES, INC.
(Registrant)
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Dated: January 24, 2012
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/s/ Jeffrey C. Davison
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Jeffrey C. Davison
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Chief Financial Officer, Senior Vice President and
Treasurer
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