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 18, 2012
ARIBA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-26299 | 77-0439730 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
910 Hermosa Court, Sunnyvale, California |
94085 | |||
(Address of Principal Executive Offices) | (Zip Code) |
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 July 2, 2012, SAP submitted a courtesy letter notifying the transaction to the Australian Competition and Consumer Commission (ACCC). The ACCC indicated its intention to begin an informal review process and, on July 24, 2012, the ACCC commenced market enquiries inviting submissions from interested parties. On September 18, 2012, the ACCC notified SAP of its intention not to intervene in the matter.
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.
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.
ARIBA, INC. | ||||||
DATE: September 21, 2012 | By: | /s/ Ahmed Rubaie | ||||
Ahmed Rubaie | ||||||
Executive Vice President and Chief Financial Officer |