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EX-99.1 - EX-99.1 - Diligent Corpa16-7057_1ex99d1.htm

 

 

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) March 22, 2016

 

DILIGENT CORPORATION

(Exact name of registrant as specified in Charter)

 

Delaware

 

000-53205

 

26-1189601

(State or other jurisdiction of
incorporation)

 

(Commission file no.)

 

(IRS employer identification no.)

 

1385 Broadway, 19th Floor

New York, NY 10018

(Address of principal executive offices)

 

(212) 741-8181

(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 (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 8.01  Other Events.

 

On March 23, 2016 (New Zealand time), Diligent Corporation (“Diligent”) issued a press release announcing that the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), effective March 22, 2016 (New York time) with respect to the previously announced merger (the “Merger”) between Diligent and entities affiliated with funds managed by Insight Venture Partners, LLC. The early termination of the waiting period under the HSR Act satisfies one of the closing conditions of the pending Merger, which remains subject to other customary closing conditions, including the approval of Diligent’s shareholders.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Exhibits

 

(d) Exhibits

 

Exhibit
No.

 

Description

99.1

 

Press Release, dated March 23, 2016 (New Zealand time)

 

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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.

 

Dated: March 22, 2016

DILIGENT CORPORATION

 

 

 

 

 

By:

/s/ Thomas N. Tartaro

 

 

Thomas N. Tartaro

 

 

Executive Vice President, General Counsel and Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

99.1

 

Press Release, dated March 23, 2016 (New Zealand time)

 

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