Kenexa 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
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
(Exact Name of Issuer as Specified in Charter)
(Registrants 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
This Form 8-K/A, Amendment No. 1, is being filed to amend Item 2.01 and Item 9.01 of the Current Report on Form 8-K filed by Kenexa Corporation (Kenexa) on October 1, 2010, to report an acquisition that occurred on October 1, 2010. This amendment includes the audited historical financial statements of the business acquired as required by Item 9.01(a) and the unaudited pro forma financial information required by Item 9.01(b).
On October 1, 2010, Kenexa completed its acquisition of Salary.com, Inc., a Delaware corporation (Salary.com), pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated as of August 31, 2010, by and among Kenexa, Spirit Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Kenexa (the Purchaser), and Salary.com.
Kenexas acquisition of Salary.com was structured as a two-step transaction, with a cash tender offer by the Purchaser for the common stock of Salary.com at a price of $4.07 per share, net to the seller in cash, without interest and less any applicable withholding taxes, followed by a merger of Purchaser with and into Salary.com, with Salary.com as a wholly owned subsidiary of Kenexa. The aggregate merger consideration paid by Kenexa was approximately $80 million, plus related transaction fees and expenses. Kenexa funded the acquisition from available cash and borrowings under its credit facility.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Kenexas Current Report on Form 8-K, filed on October 1, 2010, and is incorporated herein by reference.
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
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.