Packeteer Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
21 Abril 2008 - 8:55AM
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
Date of Report (Date of earliest event reported):
April 20, 2008
PACKETEER, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34017
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77-0420107
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(State or other jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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10201 NORTH DE ANZA BLVD.
CUPERTINO, CALIFORNIA 95014
Registrants telephone number, including area code: (408) 873-4400
(Address and telephone number of registrants principal executive offices)
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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TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On April 20, 2008, the Company entered into an Agreement and Plan of Merger (the Agreement) with
Blue Coat Systems, Inc., a Delaware corporation (Blue Coat), and Cooper Acquisition, Inc.
(Purchaser), a Delaware corporation and a wholly owned subsidiary of Parent pursuant to which
Blue Coat has agreed to acquire the Company . A copy of the press release announcing the
transaction is attached as Exhibit 99.1 and incorporated herein by reference.
IMPORTANT NOTICE:
This Current Report on Form 8-K is for informational purposes only and is not an offer to buy or
the solicitation of an offer to sell any of the Companys equity securities (Shares). The offer
described herein (the Offer) has not yet been commenced. On the commencement date of the
Offer, an offer to purchase, a letter of transmittal and related documents will be filed with the
SEC, mailed to record holders of the Shares and made available for distribution to beneficial
owners of the Shares. The solicitation of offers to buy Shares will only be made pursuant to the
offer to purchase, the letter of transmittal and related documents. When they are available,
stockholders should read those materials carefully because they will contain important information,
including the various terms of, and conditions to, the Offer. When they are available,
stockholders will be able to obtain the offer to purchase, the letter of transmittal and related
documents without charge from the SECs Website at www.sec.gov. Stockholders are urged to read
carefully those materials when they become available prior to making any decisions with respect to
the Offer.
The Company will file a solicitation/recommendation statement with the SEC in connection with the
Offer and, if required, will file a proxy statement or information statement with the SEC in
connection with the second-step merger (the Merger) following the Offer. The holders of Shares
are strongly advised to read these documents if and when they become available because they will
contain important information about the Offer and the Merger. The Companys stockholders will be
able to obtain a free copy of the solicitation/recommendation statement and the proxy statement or
information statement as well as other filings containing information about the Company, the Offer
and the Merger, if and when available, without charge, at the SECs Website at www.sec.gov. In
addition, copies of the solicitation/recommendation statement, the proxy statement or information
statement and other filings containing information about the Company, the Offer and the Merger may
be obtained, if and when available, without charge, by directing a request to Packeteer, Inc.,
Attention: Chief Financial Officer, 10201 North De Anza Blvd., Cupertino, California 95014,
Telephone No. (408) 873-4400.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release issued on April 21, 2008.
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SIGNATURES
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.
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Packeteer, Inc.
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Date: April 21, 2008
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By:
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/s/ Dave Côté
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Name:
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Dave Côté
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release issued on April 21, 2008
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