Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
The stockholders approved the adjournment proposal by the votes set forth below:
For Against Abstain Broker Non-Votes 3,611,750 134,717 949 0 Item 8.01 Other Events.
The information included in Item 5.07 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.
Important information for investors and stockholders
This communication is being made in respect of the Merger involving the Company
and Parent, an affiliate of
The Company and its directors, executive officers, other members of its
management and employees may be deemed to be participants in the solicitation of
proxies of the Company stockholders in connection with the Merger under
Forward-looking statements
All statements and assumptions in this communication that do not directly and
exclusively relate to historical facts could be deemed "forward-looking
statements." Forward-looking statements are often identified by the use of words
such as "anticipates," "believes," "estimates," "expects," "may," "could,"
"should," "forecast," "goal," "intends," "objective," "plans," "projects,"
"strategy," "target" and "will" and similar words and terms or variations of
such. These statements represent current intentions, expectations, beliefs or
projections, and no assurance can be given that the results described in such
statements will be achieved. Forward-looking statements include, among other
things, statements about the potential benefits of the Merger; the prospective
performance and outlook of the Company's business, performance and
opportunities; the ability of the parties to complete the Merger and the
expected timing of completion of the Merger; as well as any assumptions
underlying any of the foregoing. Such statements are subject to numerous
assumptions, risks, uncertainties and other factors that could cause actual
results to differ materially from those described in such statements, many of
which are outside of the Company's control. Important factors that could cause
actual results to differ materially from those described in forward-looking
statements include, but are not limited to, (i) the ability to obtain the
requisite approval from stockholders of the Company, (ii) uncertainties as to
the timing of the Merger; (iii) the risk that the Merger may not be completed in
a timely manner or at all; (iv) the possibility that competing offers or
acquisition proposals for the Company will be made; (v) the possibility that any
or all of the various conditions to the consummation of the Merger may not be
satisfied or waived; (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
including in circumstances that would require the Company to pay a Company
Termination Fee or other expenses; (vii) the effect of the pendency of the
Merger on the Company's ability to retain and hire key personnel, its ability to
maintain relationships with its customers, suppliers and others with whom it
does business, its business generally or its stock price; (viii) risks related
to diverting management's attention from the Company's ongoing business
operations; (ix) various risks related to health epidemics, pandemics and
similar outbreaks, such as the COVID-19 pandemic, which may have material
adverse effects on the Company's business, financial position, results of
operations and/or cash flows; (x) adverse economic, market or geo-political
conditions that may disrupt the Company's business and cloud service offerings,
including defects and disruptions in the Company's services, ability to properly
manage cloud service offerings, reliance on third party hosting and other
service providers, and exposure to liability and loss from security breaches;
(xi) uncertainties as to demand for the Company's products, including cloud
service, licenses, services and maintenance; (xii) the possibility of pressure
to make concessions on pricing and changes in the Company's pricing models;
(xiii) risks related to the protection of the Company's intellectual property;
(xiv) changes in the Company's dependence on third party suppliers and other
third party relationships, including sales, services and marketing channels;
(xv) changes in the Company's revenue, earnings, operating expenses and margins;
(xvi) the reliability of the Company's financial forecasts and estimates of the
costs and benefits of transactions; (xvii) the Company's ability to leverage
changes in technology; (xviii) risks related to defects in the Company's
software products and services; (xix) changes in third party opinions about the
Company; (xx) changes in competition in the Company's industry; (xxi) delays in
sales; (xxii) timely and effective integration of newly acquired businesses;
(xxiii) changes in economic conditions in the Company's vertical markets and
worldwide; (xxiv) fluctuations in exchange rates; and (xxv) other factors as set
forth from time to time in the Company's filings with the
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