Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following
exhibits are filed with this Current Report on Form 8-K:
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Exhibit No.
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Description
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99.1
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Press Release issued by the Company on October 12, 2016
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Cautionary Statement Regarding Forward-Looking Statements
The information contained in this document contains forward-looking statements. These statements are based on estimates and assumptions and are subject to
risks and uncertainties. Forward-looking statements include estimated or anticipated future results, or other non-historical facts concerning Fleetmatics and its subsidiaries. Forward-looking statements also include those preceded or followed by the
words will, may, could, would, to be, might, believe, anticipate, expect, plan, estimate, forecast,
future, positioned, potential, intend, continue, remain, scheduled, outlook, set to, subject to, upcoming,
target or similar expressions. For those statements, Fleetmatics claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements
are based on managements current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, we are under no
obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. Various factors could adversely affect our operations,
business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in Fleetmatics filings with the Securities and
Exchange Commission (SEC), including those discussed in Fleetmatics Annual Report on Form 10-K for the year ended December 31, 2015 and Amendment No. 1 thereto under the heading Risk Factors, as updated from
time to time by Fleetmatics Quarterly Reports on Form 10-Q and other documents of Fleetmatics on file with the SEC or in the Proxy Statement. There may be additional risks that neither Fleetmatics nor Verizon presently know or that Fleetmatics
and Verizon currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Fleetmatics and Verizons expectations,
plans or forecasts of future events and views as of the date of this report. Fleetmatics and Verizon anticipate that subsequent events and developments will cause Fleetmatics and Verizons assessments to change. However, while Fleetmatics
and Verizon may elect to update these forward-looking statements at some point in the future, Fleetmatics and Verizon specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing
Fleetmatics and Verizons assessments as of any date subsequent to the date of this report.
The directors of Fleetmatics accept responsibility
for the all information contained in this document. To the best of the knowledge and belief of the directors of Fleetmatics (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in
accordance with the facts and does not omit anything likely to affect the import of such information.
The release, publication or distribution of this
document in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this document and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may
constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the parties to the Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any
person.
Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, interested (directly or indirectly) in, 1% or
more of any class of relevant securities of Fleetmatics, all dealings in any relevant securities of Fleetmatics (including by means of an option in respect of, or a derivative referenced to, any such
relevant securities) must be publicly disclosed by not later than 3.30 p.m. (Irish time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the
offer period ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an interest in relevant securities of Fleetmatics, they will be
deemed to be a single person for the purposes of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
dealings in relevant securities of Fleetmatics by Verizon or Verizon Business International Holdings B.V. or by any party acting in concert with either of them, or by any person acting in concert with Fleetmatics, must also
be disclosed by no later than 12 noon (Irish time) on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose relevant securities dealings
should be disclosed, can be found on the Irish Takeover Panels website at www.irishtakeoverpanel.ie.
Interests in securities arise, in
summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities,
or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules, which can
also be found on the Irish Takeover Panels website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panels website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.