Attached files
| file | filename |
|---|---|
| EX-99.1 - WORLDWIDE COMPENSATION 2008 FINANCIAL STATEMENTS - TALEO CORP | exhibit_99-1.htm |
| EX-99.2 - WORLDWIDE COMPENSATION NINE MONTHS ENDED SEPTEMBER 30, 2009 - TALEO CORP | exhibit_99-2.htm |
| EX-23.1 - CONSENT INDEPENDENT ACCOUNTANTS - TALEO CORP | exhibit_23-1.htm |
| EX-99.3 - PRO FORM FINANCIAL INFORMATION - TALEO CORP | exhibit_99-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
_______________________________
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
January
1, 2010
_______________________________
TALEO
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51299
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52-2190418
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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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4140
Dublin Boulevard, Suite 400
Dublin,
CA 94568
(Address
of principal executive offices, including zip code)
(925) 452-3000
(Registrant’s
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 filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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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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TABLE OF
CONTENTS
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Item
9.01 Financial Statements and Exhibits
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SIGNATURES
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EXHIBIT
INDEX
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EXHIBIT
23.1
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EXHIBIT
99.1
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EXHIBIT
99.2
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EXHIBIT
99.3
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Explanatory
Note
Taleo
Corporation (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to
amend the Company’s Form 8-K, originally filed with the Securities and Exchange
Commission on January 4, 2010 (the “Original Filing”), which reported the
completion of its acquisition of Worldwide Compensation, Inc. (“WWC”), to
include the required financial statements and pro forma financial information.
In the Original Filing, the Company stated that, if required, any financial
statements and pro forma financial information would be filed by amendment
within seventy-one (71) calendar days from the date that the Original Filing
must be filed. The disclosure under Item 9.01 of the Original Filing
is hereby replaced in its entirety by the disclosure under Item 9.01 of this
Amendment No. 1.
Item
9.01 Financial
Statements and Exhibits
(a)
Financial Statements of Business Acquired
The
audited consolidated financial statements of Worldwide Compensation, Inc. as of
December 31, 2008 and for the year ended December 31, 2008 are being filed as
Exhibit 99.1 to this Form 8-K/A. The unaudited condensed consolidated financial
statements of Worldwide Compensation, Inc., as of September 30, 2009, and for
each of the nine months ended September 30, 2009 and 2008, are being filed as
Exhibit 99.2 to this Form 8-K/A.
(b) Pro
Forma Financial Information
The
unaudited pro forma combined condensed consolidated balance sheet of Taleo
Corporation as of September 30, 2009 and the unaudited pro forma combined
condensed consolidated statement of operations of Taleo Corporation for the
twelve month period ended December 31, 2008 and the nine month period ended
September 30, 2009, giving effect to the acquisition of WWC, are being filed as
Exhibit 99.3 to this Form 8-K/A.
(d)
Exhibits
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ExhibitNo.
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Description
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2.1*
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Amended
and Restated Agreement and Plan of Merger dated September 14, 2009, by and
among Taleo Corporation, Wyoming Acquisition Corporation, Worldwide
Compensation, Inc. and with respect to Articles VII, VIII and IX only,
Dennis M. Rohan as Shareholder Representative and U.S. Bank National
Association as Escrow Agent
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23.1
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Consent
of Sensiba San Filippo LLP, Independent Accountants
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99.1
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Consolidated
financial statements of Worldwide Compensation, Inc. as of December 31,
2008, and for the year ended December 31, 2008.
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99.2
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Unaudited
consolidated financial statements of Worldwide Compensation, as of
September 30, 2009, and for each of the nine months ended September 30,
2009 and 2008.
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99.3
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Unaudited
pro forma combined condensed consolidated balance sheet of Taleo
Corporation as of September 30, 2009 and unaudited pro forma combined
condensed consolidated statement of operations of Taleo Corporation for
the twelve month period ended December 31, 2008 and the nine month period
ended September 30, 2009, giving effect to the acquisition of
WWC.
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* Previously
filed.
SIGNATURES
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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TALEO
CORPORATION
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By:
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/s/ Katy Murray | |
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Katy
Murray
Executive
Vice President and Chief Financial
Officer
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Date: March
19, 2010
EXHIBIT
INDEX
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ExhibitNo.
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Description
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|||
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2.1*
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Amended
and Restated Agreement and Plan of Merger dated September 14, 2009, by and
among Taleo Corporation, Wyoming Acquisition Corporation, Worldwide
Compensation, Inc. and with respect to Articles VII, VIII and IX only,
Dennis M. Rohan as Shareholder Representative and U.S. Bank National
Association as Escrow Agent
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Consent
of Sensiba San Filippo LLP, Independent Accountants
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Consolidated
financial statements of Worldwide Compensation, Inc. as of December 31,
2008, and for the year ended December 31, 2008.
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Unaudited
consolidated financial statements of Worldwide Compensation, as of
September 30, 2009, and for each of the nine months ended September 30,
2009 and 2008.
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Unaudited
pro forma combined condensed consolidated balance sheet of Taleo
Corporation as of September 30, 2009 and unaudited pro forma combined
condensed consolidated statement of operations of Taleo Corporation for
the twelve month period ended December 31, 2008 and the nine month period
ended September 30, 2009, giving effect to the acquisition of
WWC.
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* Previously
filed.