- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
January 26 2009 - 4:03PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
)
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
o
|
|
Preliminary Proxy Statement.
|
|
o
|
|
Confidential, for use of the Commission only (as permitted by Rule 14a-
6(e)(2)
).
|
|
o
|
|
Definitive Proxy Statement.
|
|
o
|
|
Definitive Additional Materials.
|
|
þ
|
|
Soliciting Material Pursuant to § 240.14a-12.
|
INTERWOVEN, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ
|
|
No fee required.
|
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|
|
1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
3)
|
|
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
|
|
|
|
|
|
|
|
4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
5)
|
|
Total fee paid:
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing.
|
|
1)
|
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
4)
|
|
Date Filed:
|
|
|
|
|
|
Filed by Interwoven, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Interwoven, Inc.
Commission File No.: 000-27389
|
|
|
On January 26, 2009, Interwoven, Inc. provided its employees with the following series of frequently asked
questions and answers (FAQ) relating to the proposed acquisition of
Interwoven, Inc. by Autonomy Corporation plc. This FAQ is posted on Interwovens intranet.
|
AUTONOMY / INTERWOVEN EMPLOYEE FAQ DOCUMENT
When can I expect more information about the integration plans?
|
|
|
Both companies will keep everyone updated as information becomes available.
|
|
|
|
|
Note that while both companies are waiting for Hart-Scott Rodino antitrust clearance,
there will be limited discussions between Interwoven and Autonomy as both companies are
required to operate independently.
|
|
|
|
|
Interwoven has a dedicated section on Netspeed that is focused on providing employees
more information on the acquisition.
|
|
|
|
|
You can also reference the section of Interwoven.com dedicated to Autonomy information
to see what were sharing with customers, partners and prospects.
|
Will Autonomy be retaining all Interwoven employees?
Specifics regarding positions will be determined during the integration planning process, which
will take place over the next couple months. As is usual with these kinds of acquisitions, there
will be some employees impacted in both companies. Autonomy has about 1,400 employees, while
Interwoven has about 1,000.
Until the new plan is in place, its business as usual and its more important than ever that you
stay focused and perform at the highest level. We expect the transaction to close by Q2, and we
will continue to operate as independent companies until that time.
After the transaction has closed, will Interwoven be run as a separate company?
There are some common functions in the general and administrative, legal and support groups that
are normally integrated at the start. Its also critical that we get the IDOL technology integrated
as quickly as possible once the transaction has closed. That said, Autonomy has Autonomy ZANTAZ,
Autonomy E-talk, Autonomy Virage and Autonomy Cardiff as Autonomy companies. Its highly likely
that there will be Autonomy Interwoven also.
Are you planning any significant relocations or closures of Interwoven premises?
Currently there are no plans to close any Interwoven offices. There are some offices that are
located in the same cities as Autonomy locations, and those will be reviewed as necessary. There
may be opportunities for those that live closer to certain Autonomy office locations to work there
instead of their current Interwoven location.
What is the Autonomy culture like?
|
|
|
Autonomy has a very strong performance-based culture. Employees are compensated based on
their individual contributions.
|
|
|
|
|
Autonomy is apolitical and has an open-minded culture.
|
|
|
|
|
The company is very innovative. Training and development around innovation is a key part
of the Autonomy culture.
|
|
|
|
|
Autonomy looks to create opportunities for employees who have joined the company via an
acquisition. Every individual has an opportunity to stand out and make a difference across
all functions and geographies.
|
Will I still receive my Q4 and/or 2008 bonus?
|
|
|
Yes. Eligible employees will receive their quarterly and annual bonuses according to the
recently established timetable.
|
|
|
|
|
U.S. Bonuses will be paid on the February 13
th
payroll schedule.
|
|
|
|
|
India, APAC and EMEA will be paid on the standard February pay period.
|
|
|
|
|
There will be no changes to the current bonus structure until post-close.
|
Im an Interwoven employee with stock options and/or restricted stock units (RSUs). What happens to
those stock options and/or RSUs?
|
|
|
Closer to the close, you will receive detailed information from Interwoven Stock
Administration about your stock options and/or RSUs.
|
|
|
|
|
Stock options with exercise prices at or below $40.00 per share:
|
|
o
|
|
will be assumed by Autonomy and become options to purchase Autonomy
ordinary shares on the same terms and conditions as are in effect immediately prior
to the completion of the acquisition, except that the exercise price and number of
shares subject to each such stock option will be adjusted to reflect the trading
price of Autonomy ordinary shares at such time relative to the cash price payable in
the acquisition.
|
|
|
|
Stock options with exercise prices above $40.00 per share:
|
|
o
|
|
will not be assumed by Autonomy and will be canceled upon the completion
of the acquisition with no cash or other consideration payable, whether or not then
vested or exercisable.
|
|
|
|
Autonomy will assume all outstanding restricted stock units on the same terms and
conditions as are in effect immediately prior to the completion of the acquisition, except
that the number of shares issuable upon settlement of the restricted stock units will be
adjusted to reflect the trading price of Autonomy shares at such time relative to the cash
price payable in the acquisition.
|
|
|
|
|
Autonomys ordinary shares trade on the London Stock Exchange.
|
Im currently enrolled in Interwovens Employee Stock Purchase Plan (ESPP). What happens now?
|
|
|
There will be no changes to the Employee Stock Purchase Plan until the transaction
closes.
|
|
|
|
|
In summary, rights which are outstanding on the earlier of April 30, 2009 or the day
immediately prior to the closing will be exercised and converted into shares of Interwoven
common stock that will be cashed out at the closing of the acquisition.
|
Does Autonomy provide employees with stock? Do they have an ESPP program?
|
|
|
You will receive detailed information from Human Resources about Autonomys equity
incentive plans.
|
|
|
|
|
Autonomy does issue merit-based options to purchase shares of Autonomy stock.
|
Cautionary Statement Regarding Forward-Looking Statements
This FAQ includes forward-looking statements, based on current expectations, that are subject to
risks, uncertainties and other factors that could cause actual results to differ materially from
those referred to in the FAQ. Such factors include, but are not limited to, the risk that the
transaction is not consummated or is not consummated within the expected timeframe. For
information regarding other related risks, see discussion of risks and other factors in
Interwovens most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and
Current Reports on Forms 8-K, which are on file with the Securities and Exchange Commission and
available through www.sec.gov.
Additional Information About the Proposed Transaction and Where You Can Find It
In connection with the proposed transaction, Interwoven intends to file a proxy statement and other
relevant materials with the Securities and Exchange Commission (SEC). BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF INTERWOVEN ARE URGED TO READ THE
PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER RELEVANT MATERIALS FILED BY INTERWOVEN
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
proxy statement and the other relevant materials, when available, and any other documents filed by
Interwoven with the SEC, may be obtained free of charge at the SECs website at www.sec.gov. In
addition, stockholders of Interwoven may obtain free copies of the documents filed with the SEC by
contacting Interwoven Investor Relations at (408) 953-7284 or Interwoven, Inc., 160 E. Tasman
Drive, San Jose, California 95134. You may also read and copy any reports, statements and other
information filed by Interwoven with the SEC at the SEC public reference room at 100 F Street, N.E.
Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SECs website
for further information on its public reference room.
Interwoven and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from Interwoven stockholders in favor of the proposed transaction. Certain
executive officers and directors of Interwoven have interests in the transaction that may differ
from the interests of stockholders generally, including without limitation acceleration of vesting
of stock options and restricted stock units, benefits conferred under severance and change in
control arrangements, and continuation of director and officer insurance and indemnification. These
interests will be described in the proxy statement when it becomes available.
Interwoven (NASDAQ:IWOV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Interwoven (NASDAQ:IWOV)
Historical Stock Chart
From Jul 2023 to Jul 2024