UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2010 (November 10, 2010)
NETEZZA CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
001-33445 (Commission File Number) |
04-3527320 (IRS Employer Identification No.) |
26 Forest Street Marlborough, Massachusetts (Address of Principal Executive Offices) |
01752 (Zip Code) |
Registrants telephone number, including area code: (508) 382-8200
(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 (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | 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 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, Netezza Corporation, a Delaware corporation (Netezza), entered
into an Agreement and Plan of Merger (the Merger Agreement), dated as of September 19,
2010, with International Business Machines Corporation (IBM) and Onyx Acquisition Corp.
(Merger Sub), a wholly owned subsidiary of IBM. On November 10, 2010, at a special
meeting of Netezza stockholders held in Boston, Massachusetts, Netezzas stockholders voted to
adopt the Merger Agreement. On November 10, 2010, following the special meeting of Netezza
stockholders and in accordance with the Merger Agreement and the Delaware General Corporation Law,
Merger Sub merged with and into Netezza (the Merger), with Netezza continuing as the
surviving corporation of the Merger and becoming a wholly owned subsidiary of IBM.
Under the terms of the Merger Agreement, at the effective time of the Merger, each share of common
stock of Netezza, $0.001 par value per share (Netezzas Common Stock), issued and
outstanding immediately prior to the effective time of the Merger, subject to certain exceptions
described in the Merger Agreement, was converted into the right to receive $27.00 in cash, without
interest and less any applicable withholding taxes.
In addition, subject to the terms of any offer letter between an individual employee and IBM, all
option awards granted under Netezzas 2000 Stock Incentive Plan and any option awards granted to
outside directors or consultants were cancelled as of the effective time of the Merger and
exchanged for cash in an amount equal to the number of shares subject to such option multiplied by
the difference between $27.00 and the exercise price of the option. The vested portion of options
granted under Netezzas 2007 Stock Incentive Plan were similarly cashed out. The remaining option
awards were cancelled and exchanged for options for IBM common stock, with generally similar terms
to the Netezza options other than an adjusted vesting schedule (in part to reflect acceleration of
vesting of the Netezza options due to the Merger). The exercise price and number of shares subject
to the new IBM options was based on the original Netezza option adjusted by an exchange ratio of
$27.00 divided by the average closing price of IBM common stock on the 20 trading days immediately
prior to the closing date of the Merger. Similarly, subject to the terms of any offer letter
between an individual employee and IBM, all vested restricted stock units (RSUs)
outstanding as of the effective time of the Merger were cancelled and cashed out at $27.00 per
share subject to such Netezza RSU. The remaining, unvested RSUs outstanding at the effective time
of the Merger were cancelled and exchanged for RSUs with respect to shares of IBM common stock,
adjusted using the same exchange ratio as for options described above and with generally similar
terms to the Netezza RSUs other than an adjusted vesting schedule (in part to reflect acceleration
of vesting of the Netezza RSU due to the Merger).
IBM has been a strategic partner of Netezzas for several years and the current versions of
Netezzas data warehouse appliances are based on commodity IBM blade hardware.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, reference to the
Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to Netezzas Current
Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on
September 20, 2010 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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In connection with the completion of the Merger, on November 10, 2010, Netezza notified the New
York Stock Exchange (the NYSE) of the consummation of the Merger and requested that
trading in Netezzas Common Stock be suspended and that Netezzas Common Stock be withdrawn from
listing on the NYSE as of the close of market on November 10, 2010. The NYSE filed with the SEC a
Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), on Form 25 to delist and deregister
Netezzas Common Stock. As a result, Netezzas Common Stock will no longer be listed or trade on
the NYSE. Netezza intends to file a Form 15 with the SEC to suspend the reporting obligations of
Netezza under Section 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
On November 10, 2010, as a result of the Merger, each share of Netezzas Common Stock issued and
outstanding immediately prior to the effective time of the Merger, subject to certain exceptions
described in the Merger Agreement, was converted into the right to receive $27.00 in cash, without
interest and less any applicable withholding tax.
Item 5.01. Changes in Control of Registrant.
The information disclosed in Item 2.01 is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated
herein by reference.
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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.
NETEZZA CORPORATION |
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Date: November 12, 2010 | By: | /s/ James P. Baum | ||
James P. Baum | ||||
President | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
2.1* | Agreement and Plan of Merger, dated September 19, 2010, by and
among International Business Machines Corporation (IBM),
Onyx Acquisition Corp., a wholly owned subsidiary of IBM, and
Netezza Corporation, filed as Exhibit 2.1 to the registrants
Current Report on Form 8-K filed with the SEC on September 20, 2010 and incorporated herein by reference. |
* | Certain schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Netezza Corporation will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request. |