SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 29, 2016
DETERMINE, INC.
(Exact name of Company as specified in Charter)
|
Delaware |
|
000-29637 |
|
77-0432030 |
615 West Carmel Drive
Carmel, Indiana 46032
(Address of Principal Executive Offices)
(650) 532-1500
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).
|
☐ |
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 CFR240.14a-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 240.13(e)-4(c)) |
|
Item 8.01 |
Other Events. |
Determine, Inc. (the “Company”) announced that it had received an indication of interest to purchase additional shares of the Company’s common stock (the “Common Stock”) from one of its significant stockholders where such stockholder has indicated an interest in increasing their beneficial ownership without becoming an “Acquiring Person” within the meaning of the Amended and Restated Rights Agreement between the Company and Wells Fargo Bank, N.A., as Rights Agent, dated January 2, 2009, as amended (the “Rights Agreement”). An independent committee (the “Independent Committee”) of the Company’s Board of Directors determined that such increases in beneficial ownership would not jeopardize the value of the Company’s net operating loss carry forwards, treat all stockholders fairly and equitably and maximize stockholder value. As a result, on June 29, 2016 the Independent Committee granted an exemption under the Rights Agreement to such stockholder such that it may acquire beneficial ownership of certain amounts of additional shares requested.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 30, 2016
| DETERMINE, INC. | |||
|
|
By: |
/s/ John Nolan |
|
|
|
Name: |
John Nolan |
|
|
|
Title: |
Chief Financial Officer |
|