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EX-99.1 - PRESS RELEASE - TALEO CORPdex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

October 1, 2010

 

 

TALEO CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-51299   52-2190418

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4140 Dublin Boulevard, Suite 400

Dublin, CA 94568

(Address of principal executive offices, including zip code)

(925) 452-3000

(Registrant’s telephone number, including area code)

N/A

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ 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 2.01 Completion of Acquisition or Disposition of Assets

On October 1, 2010, Taleo Corporation (“Taleo”) completed its acquisition of Learn.com, Inc., a Delaware corporation (“Learn.com”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among Taleo, Cajun Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Taleo (“Sub”), Learn.com, and with respect to Articles VII, VIII and IX only, James Riley as Stockholder Representative and U.S. Bank National Association as Escrow Agent. Pursuant to the Merger Agreement, Taleo acquired Learn.com through the merger of Sub with and into Learn.com (the “Merger”), with Learn.com continuing as the surviving corporation.

Pursuant to the Merger Agreement, Taleo paid approximately $125 million in cash to acquire all of the issued and outstanding capital stock of Learn.com and the vested options to acquire shares of Learn.com common stock. Approximately ten percent (10%) of the consideration was placed into escrow for twelve months following the closing to be held as security for losses incurred by Taleo in the event of certain breaches of the representations and warranties contained in the Merger Agreement or certain other events.

The foregoing description of the transactions consummated pursuant to the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to Taleo’s Current Report on Form 8-K filed on September 2, 2010 and incorporated herein by reference.

 

Item 8.01 Other Events

On October 1, 2010, Taleo issued a press release announcing that it had completed its acquisition of Learn.com. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

(b) Pro forma financial information

Any financial statements or pro forma financial information will be filed by amendment to this Current Report on Form 8-K within seventy-one (71) calendar days from the date that this Current Report on Form 8-K must be filed.

 

(d) Exhibits

 

Exhibit

No.

  

Description

  2.1    Agreement and Plan of Merger dated September 1, 2010, by and among Taleo Corporation, Cajun Acquisition Corporation, Learn.com, Inc. and with respect to Articles VII, VIII and IX only, James Riley as Stockholder Representative and U.S. Bank National Association as Escrow Agent (which is incorporated herein by reference to Exhibit 2.1 to Taleo’s Current Report on Form 8-K (File No. 000-51299) filed on September 2, 2010).
99.1    Press release dated October1, 2010.


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.

 

TALEO CORPORATION
By:   /S/    KATY MURRAY        
  Katy Murray
  Executive Vice President and Chief Financial Officer

Date: October 1, 2010


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  2.1    Agreement and Plan of Merger dated September 1, 2010, by and among Taleo Corporation, Cajun Acquisition Corporation, Learn.com, Inc. and with respect to Articles VII, VIII and IX only, James Riley as Stockholder Representative and U.S. Bank National Association as Escrow Agent (which is incorporated herein by reference to Exhibit 2.1 to Taleo’s Current Report on Form 8-K (File No. 000-51299) filed on September 2, 2010).
99.1    Press release dated October 1, 2010.