- Current report filing (8-K)
2008年12月11日 - 7:15AM
Edgar (US Regulatory)
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
November 12, 2008
Date of Report (date of earliest event reported)
Intraware, Inc.
(Exact name of Registrant as specified in charter)
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Delaware
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000-25249
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68-0389976
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I. R. S. Employer
Identification No. )
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25 Orinda Way
Orinda, California 94563
(Address of principal executive offices)
Registrants telephone number, including area code: (925) 253-4500
N/A
(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:
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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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On November 12, 2008, a
putative class action titled
Mergens v. Jackson et al.
, Case No. C0802858, was filed in the Superior Court of the State of California for the County of Contra Costa naming Intraware, Inc. (the Company), Acresso Software Inc.,
Indians Merger Corp. and the Companys directors as defendants. In pursuing this action, the plaintiff purports to represent all public stockholders of the Company who are similarly situated with the plaintiff. Among other things, the complaint
includes claims relating to breaches of fiduciary duty by our directors and the disclosures provided to the Companys stockholders in the preliminary proxy statement relating to the special meeting of stockholders of the Company scheduled to be
held on January 6, 2009 (the Special Meeting). The complaint seeks, among other things, class certification and certain forms of equitable relief, including enjoining the consummation of the merger and rescinding the merger if it is
consummated prior to the entry to the courts final judgment. The Company believes that the allegations are without merit and intends to vigorously contest the action. There can be no assurance, however, that the defendants will be successful
in their defense of these actions.
Additional information concerning this complaint is included in the Companys proxy statement on
Schedule 14A for the Special Meeting and filed with the Securities and Exchange Commission on December 8, 2008 under the heading Litigation Related to the Merger on page 49 of the proxy statement. A copy of the complaint relating to
this action is filed as Exhibit 99.1 hereto.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibits are filed herewith:
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Exhibit
Number
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Description
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99.1
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Complaint for breach of fiduciary duty in the matter of
Mergens v. Jackson et al.
, Case No. C0802858, filed in the Superior Court of the State of California for the County of
Contra Costa on November 12, 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.
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Dated: December 10, 2008
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INTRAWARE, INC.
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/s/ Wendy A. Nieto
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Wendy A. Nieto
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Chief Financial Officer
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Exhibits
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Exhibit
Number
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Description
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99.1
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Complaint for breach of fiduciary duty in the matter of
Mergens v. Jackson et al.
, Case No. C0802858, filed in the Superior Court of the State of California for the County of
Contra Costa on November 12, 2008.
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Intraware (MM) (NASDAQ:ITRA)
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Intraware (MM) (NASDAQ:ITRA)
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から 6 2023 まで 6 2024