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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On September 15, 2009, RightNow Technologies, Inc. (the “Company” or “RightNow”) completed the
acquisition of HiveLive, Inc. pursuant to a definitive agreement which was previously disclosed in
its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8,
2009.
RightNow acquired HiveLive through a merger for approximately $5.6 million in cash. The
acquisition is expected to be accretive to earnings in the fourth quarter of 2010. The Company
expects an increase in operating expenses of approximately $1 million per quarter as a result of
headcount additions.
RightNow will record the transaction in its September
30, 2009 quarter-end financial statements.
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Item 7.01.
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Regulation FD Disclosure.
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A copy of the press release announcing the completed acquisition is furnished herewith as
Exhibit 99.1.
The information contained in Item 7.01 of this report and in Exhibit No. 99.1 attached to this
report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that Section, or incorporated by reference in any filing
under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such a filing. This report shall not be deemed an admission as to
the materiality of any information contained herein.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This report contains forward-looking statements. Forward-looking statements can often be
identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,”
“seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,”
“ongoing,” similar expressions, and variations or negatives of these words and include, but are not
limited to, statements regarding projected results of operations and management’s future strategic
plans. These forward-looking statements are not guarantees of future results and are subject to
risks, uncertainties and assumptions that could cause the Company’s actual results to differ
materially and adversely from those expressed in any forward-looking statement.
The risks and uncertainties referred to include, but are not limited to the risks associated
with purchasing HiveLive, including our ability to retain and motivate HiveLive’s employees, our
ability to integrate and market HiveLive’s solutions to new customers, our ability to retain
HiveLive’s existing customers, the speed, quality and cost of our efforts to integrate
HiveLive’s solutions with our solution set, the security and reliability of HiveLive’s service,
and the risks associated with forecasting impact on combined financial results. Further
information on potential factors that could affect our financial results is included in our Annual
Report on Form 10-K, quarterly reports of Form 10-Q and current reports on Form 8-K filed with the
Securities and Exchange Commission. The forward-looking statements in this release speak only as
of the date they are made. We undertake no obligation to revise or update publicly any
forward-looking statement for any reason.
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Item 9.01.
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Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
The Company will file the financial statements required by this Item 9.01(a) in an amendment
to this Current Report on Form 8-K not later than 71 calendar days after the date on which this
Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The Company will file the financial statements required by this Item 9.01(b) in an amendment
to this Current Report on Form 8-K not later than 71 calendar days after the date on which this
Current Report on Form 8-K is required to be filed.
(c) Shell company transactions.
Not applicable
