Current Report Filing (8-k)
October 21 2016 - 3:04PM
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): October 20, 2016
FLEETMATICS GROUP PLC
(Exact name of registrant as specified in its charter)
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Ireland
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001-35678
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98-1170810
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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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Block C, Cookstown Court
Belgard Road
Tallaght
Dublin
24
Ireland
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(Address of principal executive offices)
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(Zip Code)
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+353 (1) 413 1250
Registrants telephone number, including area code
Not Applicable
(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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Item 8.01. Other Events.
On October 20, 2016, Fleetmatics Group PLC, a public limited company incorporated in Ireland (the
Company
), published an announcement
regarding a scheduled hearing by the Irish High Court. A copy of the announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following
exhibits are filed with this Current Report on Form 8-K:
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Exhibit No.
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Description
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99.1
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Announcement regarding scheduled hearing by the Irish High Court
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The directors of Fleetmatics accept responsibility for the all information contained in this document. To the best of the
knowledge and belief of the directors of Fleetmatics (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, interested (directly or
indirectly) in, 1% or more of any class of relevant securities of Fleetmatics, all dealings in any relevant securities of Fleetmatics (including by means of an option in respect of, or a derivative referenced to,
any such relevant securities) must be publicly disclosed by not later than 3.30 p.m. (Irish time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which
the offer period ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an interest in relevant securities of Fleetmatics, they will
be deemed to be a single person for the purposes of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
dealings in relevant securities of Fleetmatics by Verizon or Verizon Business International Holdings B.V. or by any party acting in concert with either of them, or by any person acting in concert with Fleetmatics, must also
be disclosed by no later than 12 noon (Irish time) on the business day following the date of the relevant transaction.
A disclosure table,
giving details of the companies in whose relevant securities dealings should be disclosed, can be found on the Irish Takeover Panels website at www.irishtakeoverpanel.ie.
Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panels website. If you are in any doubt as to
whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panels website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678
9289.
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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Date: October 21, 2016
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FLEETMATICS GROUP PLC
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By:
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/s/ Stephen Lifshatz
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Name:
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Stephen Lifshatz
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Title:
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Chief Financial Officer
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Chief Accounting Officer
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(Principal Financial Officer and Principal
Accounting 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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Announcement regarding scheduled hearing by the Irish High Court
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