- Current report filing (8-K)
September 28 2012 - 2:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 27, 2012
ARIBA, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-26299
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77-0439730
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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910 Hermosa Court, Sunnyvale,
California
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94085
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (650) 390-1000
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events
Regulatory Update
On May 22, 2012, Ariba, Inc. (the Company or
Ariba) entered into an Agreement and Plan of Merger (the Merger Agreement), with SAP America, Inc., a Delaware corporation (SAP), and Angel Expansion Corporation, a Delaware corporation and wholly-owned subsidiary
of SAP (Merger Sub).
On September 27, 2012, the UK Office of Fair Trading announced it will not refer the
acquisition of Ariba by SAP to the UK Competition Commission.
SAP and Ariba anticipate completing the acquisition in the
fourth quarter of calendar year 2012 after receiving notice that the U.S. Department of Justice has terminated the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, the last remaining regulatory condition for
the transaction.
Safe Harbor Statement under the Private Securities Litigation Reform Act 1995:
Information and announcements in this Form 8-K involve Aribas expectations, beliefs, hopes, plans, intentions or strategies regarding the future
and are forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this Form 8-K are based upon information available to Ariba as of the date of filing of this Form 8-K, and Ariba assumes no
obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from Aribas current expectations. Factors that could cause or contribute to outcomes
that differ materially from current expectations include, but are not limited to: the pendency of the Merger Agreement or the failure to complete the merger with SAP; the impact of adverse economic conditions on Aribas results of operations
and financial condition; the impact of the pendency of the merger, including the potential disruption of our ongoing business; the ability to attract and retain qualified employees; long and unpredictable sales cycles and the deferrals of
anticipated orders and the outcome of and costs associated with pending or future regulatory or legal proceedings. Factors and risks associated with Aribas business, including a number of the factors and risks described above, are discussed in
Aribas Form 10-Q filed with the SEC on August 6, 2012.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description
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99.1
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Joint Press Release issued by SAP and Ariba dated September 28, 2012
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SIGNATURE
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.
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DATE: September 28, 2012
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ARIBA, INC.
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By:
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/s/ Ahmed Rubaie
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Ahmed Rubaie
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Joint Press Release issued by SAP and Ariba dated September 28, 2012
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