Kenexa 8-K 2012
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 3, 2012 (December 3, 2012)
(Exact Name of Registrant as Specified in Charter)
650 East Swedesford Road, Wayne, Pennsylvania
(Address of principal executive offices and zip code)
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):
Item 2.01. Completion of Acquisition or Disposition of Assets
As previously disclosed, on August 25, 2012, Kenexa Corporation (Kenexa) entered into an Agreement and Plan of Merger (the Merger Agreement) with International Business Machines Corporation (IBM) and Jasmine Acquisition Corp. (Sub), a subsidiary of IBM. On December 3, 2012, at a special meeting of Kenexa shareholders held in Philadelphia, Pennsylvania (the Special Meeting), Kenexas shareholders voted to adopt the Merger Agreement.
On December 3, 2012, following the Special Meeting and in accordance with the Merger Agreement and the Business Corporation Law of the Commonwealth of Pennsylvania, Sub was merged with and into Kenexa (the Merger), with Kenexa 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 Kenexa, $0.01 par value per share (Kenexas Common Stock), issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $46.00 in cash, without interest (the Merger Consideration).
Under the Merger Agreement, equity awards exercisable or convertible into shares of Kenexas common stock were either canceled and converted into a right to receive a cash payment or, in some cases, converted into comparable awards for IBM common stock, as described in more detail below.
Stock options to acquire Kenexas common stock outstanding and unexercised at the effective time of the Merger were treated in one of the following manners:
Restricted stock units that were outstanding and unsettled at the effective time of the Merger were treated in one of the following manners:
Each share of restricted stock that was outstanding at the effective time of the Merger was converted into the right to receive the Merger Consideration.
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 Kenexas Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on August 27, 2012 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.
In connection with the completion of the Merger, on December 3, 2012, Kenexa notified the New York Stock Exchange (the NYSE) of the consummation of the Merger and requested that trading in Kenexas Common Stock be suspended and that Kenexas Common Stock be withdrawn from listing on the NYSE as of the close of market on December 3, 2012. 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 Kenexas Common Stock. As a result, Kenexas Common Stock will no longer be listed or trade on the NYSE. Kenexa intends to file a Form 15 with the SEC to suspend the reporting obligations of Kenexa under Section 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
On December 3, 2012, as a result of the Merger, each share of Kenexas Common Stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $46.00 in cash, without interest.
Item 5.01. Changes in Control of Registrant.
The information disclosed in Item 2.01 is hereby incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 3, 2012 Kenexa held a special meeting of shareholders at the offices of Pepper Hamilton LLP, Eighteenth & Arch Streets, 3000 Two Logan Square, Philadelphia, PA 19103-2799, at 10:00 A.M., Eastern Time. At the special meeting, the following proposals were submitted to a vote of shareholders: (i) to adopt the Merger Agreement (the Merger Proposal), (ii) to approve, on an advisory (non-binding) basis, certain golden parachute compensation arrangements of the Companys named executive officers in connection with the Merger (the Compensation Proposal) and (iii) to approve an adjournment of the Companys special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the Adjournment Proposal).
Each of the foregoing proposals is described in detail in the definitive proxy statement filed by Kenexa with the SEC on October 26, 2012.
For each of the foregoing proposals, a quorum was present for the purpose of the vote. The Companys shareholders approved each of the Merger Proposal and the Compensation Proposal. The following is a summary of the voting results for each proposal:
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.
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.