SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 9, 2010
BRIDGELINE DIGITAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33567 | 52-2263942 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10 Sixth Road
Woburn, MA 01801
(Address of principal executive offices, including zip code)
(781) 376-5555
(Registrant’s telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Introductory Note
On July 9, 2010, Bridgeline Digital, Inc., a Delaware corporation (“Bridgeline” or the “Company”) completed the acquisition of certain assets and the assumption of certain liabilities of e.magination Network, LLC, a Maryland limited liability company (“e.magination”). On July 15, 2010, Bridgeline filed a Current Report on Form 8-K to report such acquisition. The purpose of this Amendment No. 1 to the Current Report is to amend Item 9.01.
The compilation of the e.magination financial statements as of and for the year ended December 31, 2009 has been completed and, based on the results of the significant subsidiary test performed by Bridgeline in accordance with Rule 1-02(w) and Rule 8-04 of Regulation S-X, Bridgeline has determined that no financial information is required to be filed under Rule 8-04(b) of Regulation S-X with respect to the acquisition of e.magination.
Bridgeline hereby amends and restates Item 9.01 of the Current Report to read in its entirety as follows:
Item 9.01 Financial Statements and Exhibits.
Explanatory Note Regarding Exhibits
Investors should not rely on or assume the accuracy of representations and warranties in negotiated agreements that have been publicly filed because such representations and warranties may be subject to exceptions and qualifications contained in separate disclosure schedules, because such representations may represent the parties’ risk allocation in the particular transaction, because such representations may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes or because such representations may no longer continue to be true as of any given date.
(a) Financial Statements of Businesses Acquired.
No financial statements relating to the acquisition of e.magination are required pursuant to Rule 8-04(b) of Regulation S-X.
(b) Pro Forma Financial Information.
No pro forma financial information relating to the acquisition of e.magination is required pursuant to Rule 8-05 of Regulation S-X.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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2.1*
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Asset Purchase Agreement, dated as of July 9, 2010, by and between Bridgeline Digital, Inc. and e.magination Network, LLC.
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99.1*
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Press release issued by Bridgeline Digital, Inc., dated July 12, 2010.
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* Previously filed as an exhibit to Bridgeline’s current report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2010, and incorporated herein by reference.
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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BRIDGELINE DIGITAL, INC.
(Registrant)
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Date: September 23, 2010
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By:
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/s/ Ronald M. Levenson | |
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Ronald M. Levenson
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Executive Vice President
and Chief Financial Officer
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