Item 8.01 Other Events.
As previously announced, Xactly Corporation, a Delaware Corporation (Xactly or the Company), entered into an Agreement
and Plan of Merger, dated May 29, 2017, as amended on June 20, 2017 (the Merger Agreement) with Excalibur Parent, LLC (Parent) and Excalibur Merger Sub, Inc. (Merger Sub), providing for the merger of Merger
Sub with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
On
June 30, 2017, a purported stockholder class action lawsuit captioned
Berg v. Xactly Corporation et al.
, Case No. 4:17-cv-03783, was filed in the United States District Court of the Northern District of California against Xactly,
its directors, Parent, Merger Sub and Vista Equity Partners Fund VI, L.P. (Vista). The lawsuit alleges, generally, that the Merger offers inadequate consideration to Xactlys stockholders, and that Xactly and its directors
violated Section 14(a) of the Securities Exchange Act of 1934 (the Exchange Act), and Rule 14a-9 thereunder by purportedly omitting material information from the proxy statement issued in connection with the Merger. The lawsuit also
purports to allege violations of Section 20(a) of the Exchange Act against Xactlys directors, Parent, Merger Sub and Vista. The lawsuit seeks, among other things, equitable relief that would enjoin the consummation of the proposed Merger,
rescission of the proposed Merger to the extent it is consummated, and attorneys fees and costs. Additional similar lawsuits may be filed in the future.
The Company believes that the plaintiffs allegations lack merit and will vigorously defend against this and any subsequently filed
similar actions.
Additional Information and Where to Find It
Xactly has filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the SEC) in connection with the proposed
Merger. Beginning on June 29, 2017, Xactly mailed the definitive proxy statement and other relevant documents to Xactly stockholders as of the June 28, 2017 record date for a special meeting of stockholders of Xactly to be held on
July 28, 2017, at Xactlys headquarters, located at 300 Park Avenue, Suite 1700, San Jose, California 95110, at 9:00 a.m. Pacific time. The definitive proxy statement described above contains important information about the proposed
Merger and related matters. INVESTORS, STOCKHOLDERS AND SECURITY HOLDERS OF XACTLY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT XACTLY
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XACTLY AND THE TRANSACTION. Investors, stockholders and security holders will be able to obtain free copies of these documents and other
documents filed with the SEC by Xactly through the website maintained by the SEC at www.sec.gov. In addition, investors, stockholders and security holders will be able to obtain free copies of these documents from Xactly by contacting Xactlys
Investor Relations at (408) 477-3338, by e-mail at ir@xactlycorp.com, or by going to Xactlys Investor Relations page on its website at investors.xactlycorp.com.
Participants in the Solicitation
The directors and
executive officers of Xactly may be deemed to be participants in the solicitation of proxies from the stockholders of Xactly in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the
transaction described herein is set forth in Xactlys definitive proxy statement on Schedule 14A filed with the SEC on June 29, 2017. Additional information regarding Xactlys directors and executive officers is also included in
Xactlys proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on May 11, 2017. These documents are available free of charge as described in the preceding paragraph.
Legal Notice Regarding Forward-Looking Statements
This
Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding possible or
assumed future results of operations of Xactly, the expected completion and timing of the Merger and other information relating to the Merger. Without limiting the foregoing, the words believes, anticipates,
plans, expects, intends, forecasts, should, estimates, contemplate, future, goal, potential, predict,
project, projection, may, will, could, should, would, assuming and other words or expressions of similar meaning or import are intended to identify
forward-looking statements. You should, therefore, carefully read and consider statements that contain these words or expressions, as such 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, (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect Xactlys business and the
price of the common stock of Xactly, (ii) the failure to satisfy all of the conditions precedent to the consummation of the proposed Merger, including, but not limited to, the required consent of the stockholders of Xactly and the receipt of
certain governmental or regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of
the transaction on Xactlys business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of
the transaction, (vi) risks related to diverting managements attention from Xactlys ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or
the Merger and (viii) such other risks and uncertainties as identified in Xactlys Annual Report on Form
10-K
for the fiscal year ended January 31, 2017 and Quarterly Report on Form
10-Q
for the fiscal quarter ended April 30, 2017, as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the
forward-looking statements. Xactly assumes no obligation to update any forward-looking statement contained in this Form
8-K.