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 earliest event reported)
INTERWOVEN, INC.
(Exact name of Registrant as Specified in its Charter)
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C:
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| Delaware
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000-27389
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77-0523543 |
(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 |
| (Address of principal executive offices)
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(Zip Code) |
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.4225)
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
240.13-3-4(c))
TABLE OF CONTENTS
C:
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
In connection with the closing of the Merger (as defined in Item 5.01), Interwoven, Inc., a
Delaware corporation (
“Interwoven”), notified The NASDAQ Stock Market (
“NASDAQ”) that each share of
common stock of Interwoven, par value $0.001 per share (
“Common Stock”), outstanding immediately
prior to the effective time of the Merger had been converted into the right to receive $16.20 in
cash, without interest, and subject to any applicable withholding taxes, and requested that NASDAQ
file with the Securities and Exchange Commission (the
“SEC”) a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended on Form
25 (the
“Form 25”) to strike the Common Stock from listing and registration on The NASDAQ Global
Select Market. NASDAQ filed the Form 25 with the SEC on
March 16, 2009, thereby delisting the
Common Stock from and trading of the Common Stock from The NASDAQ Global Select Market was
suspended effective as of prior to the opening of trading on
March 17, 2009.
Item 3.03. Material Modification to Rights of Security Holders.
Upon the effective time of the Merger, holders of Common Stock immediately prior to the
effective time of the Merger ceased to have any rights as stockholders in Interwoven (other than
their right to receive the merger consideration, or, in the case of Dissenting Shares (as defined
in the Merger Agreement), the rights pursuant to Section 262 of the Delaware General Corporation
Law) and, accordingly, such holders no longer have any interest in Interwoven’s future earnings or
growth.
C:
Item 5.01. Changes in Control of Registrant.
On
March 16, 2009, pursuant to the previously announced Agreement and
Plan of Merger (the
“Merger Agreement”), dated
January 22, 2009, by and among Interwoven, Autonomy Corporation plc
(
“Autonomy”) and Milan Acquisition Corp. (
“Merger Sub”), a Delaware corporation and a wholly-owned
subsidiary of Autonomy, the transaction contemplated by the Merger Agreement was consummated (the
“Merger”). Upon the closing of the Merger, Merger Sub merged with and into Interwoven and
Interwoven became a wholly-owned subsidiary of Autonomy. Pursuant to the terms of the Merger
Agreement, each share of Common Stock (other than shares of Common Stock held by stockholders who
perfected their appraisal rights under applicable provisions of Delaware law) outstanding
immediately prior to the effective time of the Merger was converted into the right to receive
$16.20 in cash, without interest, and subject to any applicable withholding taxes.
The total amount of funds necessary to complete the Merger was funded in part by Interwoven’s
existing cash balance. Autonomy used cash on hand, including proceeds from Autonomy’s sale of its
ordinary shares to institutional investors in January 2009,
and borrowings under its credit facility with Barclays Commercial Bank, Eastern, a division of Barclays Bank PLC, to fund its
payment of the merger consideration.
The foregoing description of the Merger Agreement (including the description of the
consideration paid in connection with the Merger) is qualified in its entirety by reference to the
Merger Agreement, which was filed with the SEC as Exhibit 2.1 to Interwoven’s Current Report on
Form 8-K filed on
January 22, 2009, and is
incorporated herein by reference.
Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers.
Upon the effective time of the Merger, the directors of Merger Sub immediately prior to the
effective time became the directors of Interwoven and the officers of Merger Sub became the
officers of Interwoven, in each case, until their respective successors are duly elected or
appointed and qualified, or until earlier of their death, resignation or removal.
C:
In connection with the completion of the Merger and pursuant to the terms of the Merger
Agreement, Interwoven’s
certificate of incorporation and
bylaws were amended and restated in their
entirety, effective as of
March 16, 2009, so that they read the same (except with respect to the
name of the corporation) as the
certificate of incorporation and
bylaws of Merger Sub as in effect
immediately prior to the effective time of the Merger. Copies of the amended certificate of
incorporation and
bylaws are attached hereto as Exhibits 3.1 and 3.2 and are incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Schedules have been omitted pursuant to Regulation S-K Item 601(b)(2). Interwoven,
Inc. hereby undertakes to furnish supplementally copies of any of the omitted
schedules upon request by the Securities and Exchange Commission. |
