Kenexa 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2005
(Exact Name of Registrant as Specified in Charter)
Registrants telephone number, including area code: (610) 971-9171
(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):
On December 21, 2005, Kenexa Corporation, a Pennsylvania corporation (the Company), its wholly-owned subsidiary, Kenexa Technology, Inc., a Pennsylvania corporation (Kenexa Technology), and Kenexa Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Kenexa Technology (Acquisition Sub), entered into an Agreement and Plan of Merger (the Merger Agreement) with Webhire, Inc., a Delaware corporation headquartered in Lexington, MA. A copy of Kenexas press release announcing the Webhire acquisition and certain other information is attached hereto as Exhibit 99.1. A copy of Kenexas conference call script announcing the acquisition is attached hereto as Exhibit 99.2.
The Merger Agreement provides for a business combination whereby Acquisition Sub will merge with and into Webhire (the Merger). As a result of the Merger, the separate corporate existence of Acquisition Sub will cease and Webhire will continue as the surviving corporation in the Merger, and as a wholly-owned subsidiary of Kenexa Technology. The total consideration payable in the merger will be approximately $34 million, subject to closing adjustments for working capital. The Merger is subject to the approval of Webhires stockholders and other customary closing conditions. Each of the Company, Kenexa Technology, Acquisition Sub and Webhire have made customary representations, warranties and covenants in the Merger Agreement.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement.
Other Material Relationships
The Company does not have any material relationship with Webhire or its affiliates.
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.