- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
29 5월 2010 - 6:09AM
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):
May 27, 2010
PHASE FORWARD INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-50839
(Commission File Number)
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04-3386549
(IRS Employer Identification No.)
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77 Fourth Avenue, Waltham, Massachusetts
(Address of Principal Executive Offices)
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02451
(Zip Code)
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Registrants telephone number, including area
code:
(888)
703-1122
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
230.425)
x
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 240.13e-4(c))
Item 8.01 Other Events.
On
May 27, 2010, Phase Forward received a Request for Additional Information,
commonly referred to as a second request, from the United States Department
of Justice (DOJ) under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (HSR Act) regarding the proposed merger between Phase Forward and
Oracle. The effect of the second request
is to extend the pre-merger waiting period imposed by the HSR Act. Phase
Forward is in the process of gathering information to respond to the second
request and is working cooperatively with the DOJ in an effort to obtain
termination of the pre-merger waiting period.
Completion
of the proposed merger remains subject to stockholder and regulatory approval
and is subject to the satisfaction or waiver of the other closing conditions
specified in the merger agreement. As previously announced, Phase Forward has
scheduled a special meeting of its stockholders, to be held at 9 a.m.
Eastern time on June 22, 2010, to consider and vote on the proposed
merger.
ADDITIONAL INFORMATION AND
WHERE TO FIND IT
Phase Forward Incorporated (Phase Forward) has
filed with the Securities and Exchange Commission (the SEC) a definitive
proxy statement in connection with the proposed merger with Pine Acquisition
Corporation, pursuant to which Phase Forward would be acquired by Oracle
Corporation (Oracle) (the Merger).
This communication may be deemed to be solicitation material in respect
of the Merger. Investors and security
holders of Phase Forward are urged to read the proxy statement and the other
relevant materials (when they become available) because they contain important
information about Phase Forward, Oracle and the proposed transaction. The proxy
statement and the other relevant materials (when they become available), and
any and all documents filed by Phase Forward with the SEC, may be obtained free
of charge at the SECs website at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC by
Phase Forward by directing a written request to Phase Forward Incorporated, 77
Fourth Avenue, Waltham, Massachusetts 02451, Attention: Investor
Relations. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS
(WHEN THEY BECOME AVAILABLE) BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTIONS.
Phase Forward and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the security holders of Phase Forward in connection with the proposed Merger.
Information about those executive officers and directors of Phase Forward and
their ownership of Phase Forward common stock is set forth in the definitive
proxy statement related to the proposed Merger and the proxy statement for
Phase Forwards 2010 Annual Meeting of Stockholders, which was filed with the
SEC on March 19, 2010, and is supplemented by other public filings made,
and to be made, with the SEC by Phase Forward. Investors and security holders
may obtain additional information regarding the direct and indirect interests
of Phase Forward, Oracle and their respective executive officers and directors
in the Merger by reading the proxy statement and other public filings referred
to above.
SAFE HARBOR FOR FORWARD-LOOKING
STATEMENTS
Certain items in this document may constitute
forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements involved 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 to complete the Merger
in light of the various closing conditions, including those conditions related
to regulatory approvals, the ability of the parties to consummate the proposed
Merger; the impact of the announcement or the closing of the Merger on Phase
Forwards relationships with its employees, existing customers or potential
future customers; the ability of Oracle to successfully integrate Phase Forwards
operations and employees; the ability to realize anticipated synergies and
costs savings of the proposed Merger; and such other risks
2
detailed
in the definitive proxy statement related to the proposed Merger, Phase Forwards
Annual Report on Form 10-K filed with the SEC on February 26, 2010
and other reports filed with the SEC.
In addition, the statements
in this document reflect the expectations and beliefs of Phase Forward and/or
Oracle as of the date of this document.
Phase Forward and Oracle anticipate that subsequent events and
developments will cause their expectations and beliefs to change. However, while Phase Forward and Oracle may
elect to update these forward-looking statements publicly in the future, they
specifically disclaim any obligation to do so.
The forward-looking statements of Phase Forward and/or Oracle do not
reflect the potential impact of any future dispositions or strategic
transactions, including the Merger, that may be undertaken. These forward-looking statements should not
be relied upon as representing Phase Forwards or Oracles views as of any date
after the date of this document.
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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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Phase
Forward Incorporated
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May 28,
2010
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By:
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/s/D.
Ari Buchler
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D.
Ari Buchler
Senior Vice President, General Counsel
and
Secretary
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