- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 19 2009 - 12:45PM
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): June 19, 2009
Vignette Corporation
(Exact Name Of Registrant As Specified In Charter)
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Delaware
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000-25375
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74-2769415
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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1301 South MoPac Expressway, Suite 100, Austin, Texas 78746
(Address of principal executive offices, including zip code)
(512) 741-4300
(Registrants telephone number, including area code)
Not applicable
(Former
name or 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):
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Vignette Corporation and Open Text Corporation today announced that the Securities and Exchange Commission has concluded its review of the Registration Statement on Form S-4 in connection with Open Texts acquisition of
Vignette. An amended Form S-4 was filed and became effective on June 18, 2009. A special meeting of the Vignette stockholders to approve the merger has been set for July 21, 2009. Additionally, Vignette and Open Text
announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired as of 11:59 pm on Wednesday June 17, 2009. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed with this report:
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Exhibit No.
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Description
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99.1
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Joint Press Release dated June 19, 2009.
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Additional Information and Where to Find It
In connection with the proposed merger, Open Text filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 (file no. 333-159514) that includes a proxy statement of Vignette that
also constitutes a prospectus of Open Text. Shareholders and investors are urged to read the proxy statement/prospectus (including any amendments or supplements thereto) regarding the proposed merger before making any voting decision with respect to
the merger. The proxy statement/prospectus contains important information about Open Text, Vignette and the proposed merger. Open Texts and Vignettes shareholders are able to obtain a copy of the proxy statement/prospectus and other
relevant documents without charge at the SECs Internet site (
http://www.sec.gov
). The proxy statement/prospectus and the other documents may also be obtained for free by accessing Vignettes investor relations website at
www.ir.vignette.com
by clicking on the link SEC Filings under the heading Investor Relations or by accessing Open Texts website at
www.opentext.com
and clicking on the Company link, then clicking on the
link for Investors and then clicking on the link for SEC Filings under the heading Financial Reports. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Vignette and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Vignette in
connection with the proposed merger. Information regarding the interests of these directors and executive officers in the transaction described herein are included in the proxy statement/prospectus described above. Additional information regarding
these directors and executive officers is also included in Vignettes proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on March 31, 2009. This document is available free of charge at the SECs
web site at www.sec.gov, and from Vignette by accessing Vignettes investor relations website at www.ir.vignette.com by clicking on the link SEC Filings under the heading Investor Relations or by contacting Investor Relations by
telephone at (512) 741-4541, or by mail at Vignette Corporation, 1301 South MoPac Expressway, Suite 100, Austin, Texas 78746, USA.
Note on
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements relating to the acquisition of Vignette, including
timing and likelihood of a closing of the acquisition, the success of any of Vignettes strategic initiatives, Vignettes growth and profitability prospects, the benefits of Vignettes products to be realized by customers,
Vignettes position in the market and future opportunities therein, the deployment of Livelink ECM and our other
products by customers, and future performance of Open Text. Forward-looking statements may also include, without limitation, any statement relating to future
events, conditions or circumstances. Forward-looking statements in this report are not promises or guarantees and are subject to certain risks and uncertainties, and actual results may differ materially. 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 precedent to the consummation of the proposed merger, the ability of Open Text to successfully integrate Vignettes operations and employees, the ability to realize anticipated synergies and cost savings of the proposed
merger, and such other risks as identified in Vignettes Annual Report on Form 10-K for the fiscal year ended December 31, 2008, that contains and identifies important factors that could cause the actual results to differ materially from
those contained in the forward-looking statements. You should not place undue reliance upon any such forward-looking statements, which are based on managements beliefs and opinions at the time the statements are made, and neither Vignette nor
Open Text undertake any obligations to update forward-looking statements should circumstances or managements beliefs or opinions change.
SIGNATURE
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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VIGNETTE CORPORATION
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(Registrant)
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Date: June 19, 2009
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/s/ Bryce M.
Johnson
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Bryce M. Johnson
Senior Vice President and General
Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Joint Press Release dated June 19, 2009.
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