- Amended Statement of Ownership: Solicitation (SC 14D9/A)
October 19 2009 - 4:23PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment
No. 3)
Solicitation/Recommendation Statement under
Section 14(d)(4) of the
Securities Exchange Act of 1934
Omniture, Inc.
(Name of Subject Company)
Omniture, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001
per share
(Title of Class of Securities)
68212S109
(CUSIP Number of Class of Securities)
Shawn J. Lindquist
Chief Legal Officer
Omniture, Inc.
550 East Timpanogos Circle
Orem, Utah 84097
(801) 722-7000
(Name, address and
telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With copies to:
Patrick
J. Schultheis, Esq.
|
|
Martin
W. Korman, Esq.
|
Wilson
Sonsini Goodrich & Rosati
|
|
Bradley
L. Finkelstein, Esq.
|
Professional
Corporation
|
|
Wilson
Sonsini Goodrich & Rosati
|
701
Fifth Avenue, Suite 5100
|
|
Professional
Corporation
|
Seattle,
WA 98104
|
|
650
Page Mill Road
|
(206) 883-2500
|
|
Palo
Alto, CA 94304
|
|
|
(650) 493-9300
|
o
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Amendment No. 3
amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9 initially filed with the Securities and Exchange Commission (the
SEC
) on September 24, 2009, as
amended by Amendment No. 1 filed on September 30, 2009, and Amendment
No. 2 filed on October 6, 2009 (as previously filed with the SEC and
as the same may further be amended or supplemented from time to time, the
Schedule 14D-9
), by Omniture, Inc., a
Delaware corporation (
Omniture
),
relating to the offer (the
Offer
)
by Snowbird Acquisition Corporation, a Delaware corporation (
Purchaser
), a wholly owned subsidiary of
Adobe Systems Incorporated, a Delaware corporation (
Parent
), as set forth in a Tender Offer Statement filed by
Parent and Purchaser on Schedule TO, dated September 24, 2009, as amended
by Amendment No. 1 filed on September 30, 2009, and Amendment No. 2
filed on October 6, 2009 (as previously filed with the SEC, and as the
same may further be amended or supplemented from time to time, the
Schedule TO
), to purchase all outstanding
shares of common stock, par value $0.001 per share (the
Shares
) of Omniture, at a purchase price
of $21.50 per Share, net to the holder thereof in cash, without interest, but
subject to any applicable tax withholding, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 24, 2009,
and in the related Letter of Transmittal, copies of which are filed with the
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B). Any capitalized terms
used and not otherwise defined herein shall have the meaning ascribed to such
term in the Schedule 14D-9.
All
information in the Schedule 14D-9 is incorporated into this Amendment No. 3
by reference, except that such information is hereby amended to the extent
specifically provided herein.
This
Amendment No. 3 is being filed to reflect certain updates as reflected
below.
Item 6. Interest in Securities of the
Subject Company.
Item 6 is hereby amended and supplemented as follows:
Except
as described below and except as disclosed in the Schedule 14D-9 previously
filed by the Company, as subsequently amended, no transactions in the Shares
have been effected during the past 60 days by the Company or, to the Companys
knowledge, by any of the Companys directors, executive officers, affiliates or
subsidiaries.
Name
|
|
Date of
Transaction
|
|
Nature of Transaction
|
|
Number of
Shares
|
|
Price/share
|
John R. Pestana
|
|
10/6/09
|
|
Bona fide gift to
educational, charitable or other non-profit organization
|
|
71,172
|
|
$
|
0.00
|
Joshua G. James
|
|
10/13/09
|
|
Transfer of common
stock by way of gift to The James Family Charitable Remainder Trust
|
|
500,000
|
|
$
|
0.00
|
Brett M. Error
|
|
10/15/09
|
|
Transfer of common
stock by way of gift to The Error Family Charitable Trust
|
|
260,000
|
|
$
|
0.00
|
Michael S. Herring
|
|
10/16/09
|
|
Acquired common stock
under the Companys 2006 Employee Stock Purchase Plan
|
|
155
|
|
$
|
20.3585
|
Michael S. Herring
|
|
10/16/09
|
|
Exercise of employee
stock options
|
|
12,338
|
|
$
|
12.99
|
Michael S. Herring
|
|
10/16/09
|
|
Sale of common stock
through a broker on the open market
|
|
12,338
|
|
$
|
21.43
|
Item 8. Additional Information.
The ninth paragraph of the section of Item 8 captioned
Antitrust is hereby amended and restated as follows:
Applicable
German law provides that Parent and the Company are required to file a joint
notification with the German Federal Cartel Office, and that the acquisition of
Shares under the Offer may not be consummated until a waiting period of up to
one (1) month after receipt of such notification has expired. Within such
1-month period the German Federal Cartel Office may request additional
information, and could further extend the waiting period. Parent and the
Company filed their notification with the German Federal Cartel Office on September 18,
2009, and the requisite clearance of the Offer and the consummation of the
Merger has been obtained. Accordingly, the condition to the Offer that any
waiting period or clearance, consent or approval under any other antitrust laws
commercially reasonably required shall have expired, been terminated or be
obtained has been satisfied.
SIGNATURES
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
|
OMNITURE, INC.
|
|
|
|
|
|
By:
|
/s/ Shawn J. Lindquist
|
|
|
Shawn J. Lindquist
|
|
|
Chief
Legal Officer
|
Dated: October 19,
2009
Omniture (MM) (NASDAQ:OMTR)
Historical Stock Chart
From Sep 2024 to Oct 2024
Omniture (MM) (NASDAQ:OMTR)
Historical Stock Chart
From Oct 2023 to Oct 2024