Netmanage Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)

 

 

UNITED STATES

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) February 29, 2008

 

 

NetManage, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-22158		77-0252226
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

20883 Stevens Creek Blvd., Cupertino, CA		95014
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

 

 

 

(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)

 

x	Soliciting material pursuant to Rule 14a-12(b) 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))

 

 

 

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Item 1.02.

Termination of a Material Definitive Agreement.

On February 29 2008, NetManage, Inc., a Delaware corporation (“NetManage”), received notification from Rocket Software, Inc., a Delaware corporation (“Rocket”), that it had failed to obtain the requisite financing to complete the acquisition of NetManage as contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) among NetManage, Rocket and Eastern Software, Inc., a Delaware corporation and wholly-owned subsidiary of Rocket. As part of such notification, Rocket notified the Company that pursuant to Section 6.3(a)(iv) of the Agreement, Rocket was terminating the Agreement effective as of February 29, 2008 as a result of its failure to obtain financing. Pursuant to the terms of the Merger Agreement, Rocket had agreed to acquire NetManage for $7.20 of cash per share of NetManage common stock, subject to certain contingencies, including Rocket’s ability to obtain financing for the acquisition on terms acceptable to Rocket. No termination fees or penalties are payable by Rocket or NetManage as a result of the termination of the Merger Agreement.

The foregoing summary is not intended to be complete and is qualified in its entirety by the full text of the notice from Rocket, a copy of which is attached as Exhibit 99.1

 

Item 7.01

Regulation FD Disclosure.

On March 3, 2008, NetManage issued a press release announcing the information described in Item 1.02, a copy of which is furnished as Exhibit 99.2.

Forward –Looking Statements

This Current Report and the exhibits furnished herewith contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against NetManage and others following announcement of the termination of the Merger Agreement; (3) risks that the termination of the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the termination of the Merger Agreement; and (6) other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis of Results of Operations and Financial Condition” sections of NetManage’s SEC filings. Many of the factors that will determine the outcome of the Merger are beyond NetManage’s ability to control or predict. NetManage undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1		Notice of termination of Agreement and Plan of Merger from Rocket to NetManage dated February 29, 2008.
99.2		Press release issued by NetManage, Inc. dated March 3, 2008.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				NetManage, Inc.
February 29, 2008				/s/ OMER REGEV
				Omer Regev Chief Financial Officer

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Exhibit Index

 

99.1		Notice of termination of Agreement and Plan of Merger from Rocket to NetManage dated February 29, 2008.
99.2		Press release issued by NetManage, Inc. dated March 3, 2008.