- Post-Effective Amendment to an S-8 filing (S-8 POS)
January 26 2012 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RightNow
Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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136 Enterprise Boulevard
Bozeman, Montana 59718-9300
(406) 522-4200
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81-0503640
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address of Principal
Executive Offices)
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(I.R.S. Employer
Identification Number)
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RIGHTNOW TECHNOLOGIES, INC. 2004 EQUITY INCENTIVE PLAN
RIGHTNOW TECHNOLOGIES, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN
(Full
Title of the Plan)
Dorian Daley
RightNow Technologies, Inc.
136 Enterprise Boulevard
Bozeman, Montana 59718-9300
(406) 522-4200
(Name, Address and Telephone Number, including Area Code,
of Agent for Service)
Copy To:
John M. Newell, Esq.
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, California 94111
(415) 391-0060
DEREGISTRATION OF COMMON STOCK
On April 26, 2005, the Registrant filed with the Securities and Exchange Commission (the Commission) a registration statement on Form
S-8, Registration No. 333-124329 (the Registration Statement), for the sale of 1,000,100 shares of the common stock, par value $0.001 per share (the Common Stock), of the Registrant under the Registrants 2004
Equity Incentive Plan and 2004 Employee Stock Purchase Plan.
On January 25, 2012, pursuant to the terms of the Agreement and Plan of Merger
(the Merger Agreement), dated as of October 23, 2011, by and among the Registrant, OC Acquisition LLC, a wholly-owned subsidiary of Oracle Corporation (Parent), and Rhea Acquisition Corporation, a wholly-owned subsidiary
of Parent, Rhea Acquisition Corporation merged with and into the Registrant, and the Registrant became an indirect wholly-owned subsidiary of Oracle Corporation (the Merger). As a result of the Merger, the offering pursuant to the
Registration Statement has been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the
Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration the Common Stock registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective
Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on the 25th day of
January, 2012.
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RIGHTNOW TECHNOLOGIES, INC.
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By:
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/s/ Dorian Daley
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Name: Dorian Daley
Title:
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Dorian Daley
Dorian Daley
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President and Chief Executive Officer
(Principal Executive Officer)
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January 25, 2012
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/s/ Eric Ball
Eric Ball
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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January 25, 2012
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/s/ Brian Higgins
Brian Higgins
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Director
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January 25, 2012
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