-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M4oLSGt0oTPStE4eNZIKU6CGKa0itg2bTTQw4KQryYlidiwwroIcp81bWbe6pOZh lV3RIOfB2re/lo+psBisJA== 0001104659-05-006130.txt : 20050214 0001104659-05-006130.hdr.sgml : 20050214 20050214112812 ACCESSION NUMBER: 0001104659-05-006130 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIGHTNOW TECHNOLOGIES INC CENTRAL INDEX KEY: 0001111247 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 810503640 STATE OF INCORPORATION: MT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80480 FILM NUMBER: 05604471 BUSINESS ADDRESS: STREET 1: 77 DISCOVERY DR CITY: BOZEMAN STATE: MT ZIP: 59718 MAIL ADDRESS: STREET 1: 77 DISCOVERY DR CITY: BOZEMAN STATE: MT ZIP: 59718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gianforte Greg R CENTRAL INDEX KEY: 0001298988 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: (406) 522-4200 MAIL ADDRESS: STREET 1: C/O RIGHTNOW TECHNOLOGIES, INC. STREET 2: 40 ENTERPRISE BOULEVARD CITY: BOZEMAN STATE: MT ZIP: 59718 SC 13D 1 a05-3213_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

RightNow Technologies, Inc.

(Name of Issuer)

 

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

 

76657R106

(CUSIP Number)

 

Greg R. Gianforte

RightNow Technologies, Inc.

40 Enterprise Boulevard

Bozeman, MT 59718

(406) 522-4200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 31, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   76657R106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Greg R. Gianforte

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
11,993,299 shares of Common Stock.  See Items 4 and 5.

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
11,993,299 shares of Common Stock.  See Items 4 and 5.

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
11,993,299 shares of Common Stock.  See Items 4 and 5.

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ý

 

 

13.

Percent of Class Represented by Amount in Row (11) 
41.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

Item 1.

Security and Issuer

This statement on Schedule 13D relates to the common stock, $0.001 par value per share (the “Common Stock”), of RightNow Technologies, Inc., a Delaware corporation (the “Company”), whose principal executive offices are located at 40 Enterprise Boulevard, Bozeman, Montana 59718.

 

 

Item 2.

Identity and Background

(a)           The name of the person filing this Schedule 13D is Greg R. Gianforte.

 

(b)           The principal business address of Mr. Gianforte is c/o RightNow Technologies, Inc., 40 Enterprise Boulevard, Bozeman, Montana 59718.

 

(c)           Mr. Gianforte is Chairman, Chief Executive Officer and President of the Company.  The Company’s principal business is providing on-demand customer relations management software solutions, and its principal business address is 40 Enterprise Boulevard, Bozeman, Montana 59718.

 

(d)           During the last five years, Mr. Gianforte has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           During the last five years, Mr. Gianforte was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)            Mr. Gianforte is a United States citizen.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Prior to the Company’s initial public offering on August 5, 2004 (the “IPO”), Mr. Gianforte beneficially owned 12,333,333 shares of the Company’s Common Stock (does not include 1,000,000 shares held by the Irrevocable Trust of Greg R. Gianforte (the “Trust”) or 26,666 shares held by Mr. Gianforte’s spouse, as to which he disclaims beneficial ownership pursuant to Rule 13d-4 of the Securities Exchange Act of 1934) and 22,911 shares of the Company’s preferred stock (the “Preferred Stock”).  Personal funds were used to purchase such shares of Common Stock and Preferred Stock beneficially owned by Mr. Gianforte.  No part of the purchase price was borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock or Preferred Stock.  Upon the closing of the IPO on August 10, 2004, the shares of Preferred Stock held by Mr. Gianforte were automatically converted into an aggregate of 22,911 shares of Common Stock.  Mr. Gianforte paid no additional consideration with respect to the conversion of the shares of Preferred Stock into shares of Common Stock in connection with the IPO.  Pursuant to the underwriting agreement in connection with the IPO, Mr. Gianforte sold an aggregate of 300,000 shares and 21,945 shares of Common Stock held by him on August 10, 2004 and August 30, 2004, respectively, at the IPO price of $7.00 per share.  On December 22, 2004, Mr. Gianforte gifted an aggregate of 41,000 shares of Common Stock held by him to two charitable organizations for no consideration.

 

3



 

Item 4.

Purpose of Transaction

Mr. Gianforte acquired the shares of Common Stock held by him in connection with his founding of the Company, and acquired the shares of Preferred Stock (which automatically converted into Common Stock) held by him for investment purposes.  Mr. Gianforte, as an executive officer and director of the Company, has established a plan under Rule 10b5-1 under the Securities Exchange Act of 1934, providing for the periodic selling over the next twelve months pursuant to Rule 144 of up to an aggregate of 1,200,000 shares of Common Stock held by him.  Mr. Gianforte established this plan as part of his individual long-term strategy for asset diversification and liquidity.  This stock selling plan was adopted, and may be amended from time to time, in accordance with guidelines specified by Rule 10b5-1 and the Company’s policies regarding stock transactions.  Transactions under the Rule 10b5-1 plan will be subject to certain price restrictions established under the plan and may be terminated at any time.

 

The shares of Common Stock held by the Trust are held for investment and estate planning purposes.  By operation of its terms, within 105 days after July 16, 2005, the Trust will distribute to Mr. Gianforte approximately 30.4% of the fair market value (measured as of July 16, 2004) of the 1,000,000 shares of Common Stock held by the Trust.  Within 105 days after July 16, 2006, the Trust will distribute to Mr. Gianforte approximately 120% of the amount distributed in the prior year.  Within 105 days after July 16, 2007, the Trust will distribute to Mr. Gianforte approximately 120% of the amount distributed in the prior year.  Any amounts remaining in the Trust after such distributions will be distributed to the Greg R. Gianforte Family Trust (the “Family Trust”).

 

Mr. Gianforte, directly or indirectly, may acquire additional shares of Common Stock from time to time in open market or private transactions, depending on various factors.  Mr. Gianforte, directly or indirectly, also may determine to dispose of some or all of his beneficial holdings of Common Stock, whether pursuant to a Rule 10b5-1 plan or otherwise.  Mr. Gianforte may increase or decrease his beneficial holdings of Common Stock on such terms and at such times as each he may decide, subject to any applicable securities law restrictions.

 

Except as described above, Mr. Gianforte does not have any other plans or proposals which relate to or would result in:

 

(a)           The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

 

(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

 

(c)           A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

 

4



 

(d)           Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)           Any material change in the present capitalization or dividend policy of the Company;

 

(f)            Any other material change in the Company’s business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

 

(g)           Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

 

(h)           Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)            A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(j)            Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)           As of December 31, 2004, Mr. Gianforte beneficially owned, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, an aggregate of 11,993,299 shares of Common Stock, constituting approximately 41.2% of the total number of shares of the Company’s Common Stock outstanding.  The approximate percentage of shares of Common Stock beneficially owned by Mr. Gianforte is based upon 29,119,238 shares of the Company’s Common Stock which is the total number of shares of the Company’s Common Stock outstanding as of December 31, 2004.

 

The amount beneficially owned by Mr. Gianforte does not include an aggregate of 26,666 shares of Common Stock held by Mr. Gianforte’s spouse.  Mr. Gianforte may be deemed to beneficially own the shares of Common Stock held by his spouse, but he disclaims beneficial ownership of such shares pursuant to Rule 13d-4 of the Securities Exchange Act of 1934.

 

The amount beneficially owned by Mr. Gianforte also does not include an aggregate of 1,000,000 shares of Common Stock held by the Trust.  Mr. Gianforte may be deemed to beneficially own the shares of Common Stock held by the Trust, but he disclaims beneficial ownership of such shares pursuant to Rule 13d-4 of the Securities Exchange Act of 1934.

 

5



 

(b)           Mr. Gianforte has the sole power to vote or to direct the vote, and the sole power to dispose of or to direct the disposition of, 11,993,299 shares of Common Stock.  Mr. Gianforte does not have voting or dispositive power over the shares of Common Stock held by his spouse or the shares of Common Stock held by the Trust.  Under certain circumstances pursuant to the terms of the Trust, however, Mr. Gianforte may be able to obtain voting or dispositive power of the shares of Common Stock held in the Trust by substituting in lieu thereof other property of an equivalent value.

 

(c)           The information with respect to Mr. Gianforte’s transactions in the Common Stock during the past sixty days is set forth in response to Item 3 of this Schedule 13D and is incorporated herein by this reference.

 

(d)           During the three-year term of the Trust, Mr. Gianforte is the only person that has the right to receive dividends from, or the proceeds from the sale of, the shares of Common Stock held by the Trust.  At the expiration of the three-year term of the Trust, the Family Trust (or other contingent remainder beneficiaries) has the right to receive dividends from, or the proceeds from the sale of, any remaining shares of Common Stock held by the Trust.  Mr. Gianforte’s spouse has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, 26,666 shares of Common Stock that she owns.  Such interests do not relate to more than five percent of the Common Stock.  Except as described above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock.

 

(e)           Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in response to Items 3 and 4 of this Schedule 13D is incorporated herein by this reference.  In addition, in connection with the IPO, Mr. Gianforte agreed with the underwriters of the IPO that he would not, without the prior written consent of the managing underwriter, directly or indirectly, offer, sell or otherwise dispose of any Common Stock, or any securities that may be converted into or exchanged or exercised for any Common Stock, for a period of at least 180 days from August 5, 2004 (subject to certain limited exceptions), which period has been automatically extended by the terms of such agreement through February 17, 2005.

 

Except as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

 

Item 7.

Material to Be Filed as Exhibits

None.

 

6



 

Signature

After reasonable 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.

 

February 14, 2005

 

Date

 


/s/ GREG R. GIANFORTE

 

Signature

 


Greg R. Gianforte,
Chairman, Chief Executive Officer and
President of RightNow Technologies, Inc.

 

Name/Title

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention:  Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)

 

7


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