-----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, QMv/bmiJ1Rv1yOJL764PywVR/inuQJn4TdlmR0rj7cuDKkdM+HNIRWLoD7Da0pqK VfhJPFYKUsaIvLjpN9Avyg== 0001104659-06-019489.txt : 20060327 0001104659-06-019489.hdr.sgml : 20060327 20060327163350 ACCESSION NUMBER: 0001104659-06-019489 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060327 DATE AS OF CHANGE: 20060327 GROUP MEMBERS: SUSAN GIANFORTE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80480 FILM NUMBER: 06712272 BUSINESS ADDRESS: STREET 1: 40 ENTERPRISE BLVD. CITY: BOZEMAN STATE: MT ZIP: 59718 BUSINESS PHONE: 406 522 2952 MAIL ADDRESS: STREET 1: 40 ENTERPRISE BLVD. 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/A 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/A 1 a06-7714_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

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)

 

March 1, 2006

(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
177,887 shares of Common Stock

 

8.

Shared Voting Power 
10,109,065 shares of Common Stock.  See Items 4 and 5.

 

9.

Sole Dispositive Power 
177,887 shares of Common Stock

 

10.

Shared Dispositive Power 
10,109,065 shares of Common Stock.  See Items 4 and 5.

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
10,286,952 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) 
32.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

CUSIP No.   76657R106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Susan 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
0 shares of Common Stock

 

8.

Shared Voting Power 
10,109,065 shares of Common Stock.  See Items 4 and 5.

 

9.

Sole Dispositive Power 
0 shares of Common Stock

 

10.

Shared Dispositive Power 
10,109,065 shares of Common Stock.  See Items 4 and 5.

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
10,109,065 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) 
31.6%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

3



 

Explanatory Note

 

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends and supplements the Schedule 13D that was originally filed on February 14, 2005, and that was amended and restated by Amendment No. 1 filed on May 27, 2005, amended and supplemented by Amendment No. 2 filed on October 13, 2005 and amended and supplemented by Amendment No. 3 filed on December 15, 2005 (as amended, restated and supplemented, the “Schedule 13D”) by Greg R. Gianforte and his spouse Susan Gianforte (“Mr. and Mrs. Gianforte”).  Mr. and Mrs. Gianforte are filing this Amendment No. 4 as a single joint filing statement on Schedule 13D to update the information regarding their beneficial ownership of shares of common stock, $0.001 par value per share (the “Common Stock”), of RightNow Technologies, Inc., a Delaware corporation (the “Company”), as a result of certain estate planning actions taken by Mr. and Mrs. Gianforte, certain sales that have occurred under Rule 10b5-1 plans, certain gifts by Mr. and Mrs. Gianforte, the automatic termination of the initial Rule 10b5-1 Plan and the establishment of a new Rule 10b5-1 plan.  Mr. Gianforte is filing this Amendment No. 4 individually and as co-trustee of the Greg Gianforte Revocable Inter Vivos Trust dated September 19, 2000, the Susan Gianforte Revocable Inter Vivos Trust Dated September 19, 2000, the Greg Gianforte Revocable Trust U/T/A 5/23/2005, and the Susan Gianforte Revocable Trust U/T/A 5/23/2005.  Mrs. Gianforte is joining Mr. Gianforte in filing this Amendment No. 4 because, as co-trustee with Mr. Gianforte of the above-described trusts, Mrs. Gianforte may be deemed to share voting and dispositive powers over the Common Stock registered in the names of those trusts.  Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

 

Items 3, 4, 5 and 7 of the Schedule 13D are amended, supplemented and/or restated as set forth below.

 

Item 3.                    Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented by adding the following after the last paragraph thereof:

 

On various dates between January 3, 2006 and January 6, 2006, an aggregate of 100,000 shares of Common Stock held by the Single Trust were sold at various market prices pursuant to the initial Rule 10b5-1 plan described under Item 4 of the Schedule 13D.  On January 9, 2006, Mr. and Mrs. Gianforte gifted 20,000 shares of Common Stock held by the Dual Trusts to a charitable organization for no consideration.  On February 1, 2006 and February 2, 2006, an aggregate of 100,000 shares of Common Stock held by the Single Trust were sold at various market prices pursuant to the initial Rule 10b5-1 plan described under Item 4 of the Schedule 13D.

 

On March 1, 2006, an aggregate of 10,329,065 shares held by the Dual Trusts were re-registered in the name of Greg and Susan Gianforte, co-Trustees of the Greg Gianforte Revocable Trust U/T/A 5/23/2005 and Greg and Susan Gianforte, co-Trustees of the Susan Gianforte Revocable Trust U/T/A 5/23/2005, Tenants in Common (the “Amended Trusts”) solely for estate planning purposes, and for no consideration.  Mr. and Mrs. Gianforte are co-trustees of the Amended Trusts.

 

4



 

On March 1, 2006 and March 2, 2006, an aggregate of 200,000 shares of Common Stock held by the Amended Trusts were sold at various market prices pursuant to the new Rule 10b5-1 Plan described under Item 4 of the Schedule 13D.  On March 3, 2006, Mr. and Mrs. Gianforte gifted 20,000 shares of Common Stock held by the Amended Trusts to a charitable organization for no consideration.

        Except as indicated above, the information set forth in Item 3 of the Schedule 13D remains unchanged.

Item 4.                    Purpose of Transaction

        Item 4 of the Schedule 13D is amended and supplemented by adding the following sentence at the end of the first paragraph thereof:

        The re-registration of shares of Common Stock in the name of the Amended Trusts was done for estate planning purposes.

        Item 4 of the Schedule 13D is amended and supplemented by adding the following after the second paragraph thereof:

        The initial Rule 10b5-1 plan described in the preceding paragraph automatically terminated in accordance with its own terms at the end of February, 2006.  On December 14, 2005, Mr. Gianforte, as an executive officer and director of the Company and as co-trustee of the Amended Trusts, and Mrs. Gianforte, as the spouse of Mr. Gianforte and as co-trustee of the Amended Trusts, established a new plan under Rule 10b5-1 under the Securities and Exchange Act of 1934, providing for the periodic selling commencing March 1, 2006 and through February 28, 2007, pursuant to Rule 144, of up to an aggregate of 2,400,000 shares held by the Amended Trusts.  Mr. and Mrs. Gianforte established this plan as part of their 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 new Rule 10b5-1 plan will be subject to certain price restrictions established under the plan and may be terminated at any time.

        Item 4 of the Schedule 13D is amended and supplemented by adding the following after the fifth paragraph thereof:

        The transactions described in Item 3 hereof relating to the sales of Common Stock by the Amended Trusts were done pursuant to the new Rule 10b5-1 plan that Mr. and Mrs. Gianforte established as part of their individual long-term strategy for asset diversification and liquidity described above.  The transactions described in Item 3 hereof relating to the gifts of Common Stock by the Amended Trusts to charitable organizations were done for charitable purposes.

        Except as indicated above, the information set forth in Item 4 of the Schedule 13D remains unchanged.

5



 

Item 5.                    Interest in Securities of the Issuer

 

Part (a) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

 

(a)           As of the date hereof, Mr. Gianforte beneficially owns, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, an aggregate of 10,286,952 shares of Common Stock, constituting approximately 32.1% of the total number of shares of the Company’s Common Stock outstanding, and Mrs. Gianforte beneficially owns, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, an aggregate of 10,109,065 shares of Common Stock, constituting approximately 31.6% 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. and Mrs. Gianforte is based upon 32,019,041 shares of the Company’s Common Stock which is the total number of shares of the Company’s Common Stock outstanding as of the date hereof.

 

The amount disclosed as beneficially owned by Mr. and Mrs. Gianforte does not include an aggregate of 822,113 shares of Common Stock held by the Irrevocable Trust, Mr. Gianforte’s grantor retained annuity trust.  Mr. Gianforte may, under certain circumstances as described in the Schedule 13D, be deemed to beneficially own the shares of Common Stock held by the Irrevocable Trust.  Mrs. Gianforte does not beneficially own the shares held by the Irrevocable Trust.

 

The first sentence of Part (b) of Item 5 of the Schedule 13D is amended and restated to read as follows:

 

(b)           As co-trustees of the Amended Trusts, Mr. and Mrs. Gianforte share the power to vote or to direct the vote, and share the power to dispose of or to direct the disposition of, 10,109,065 shares of Common Stock.  Mr. Gianforte has sole voting and dispositive power over 177,887 shares of Common Stock owned directly by him.

 

The first sentence of Part (d) of Item 5 of the Schedule 13D is amended and restated to read as follows:

 

                (d)           During the three-year term of the Irrevocable 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 Irrevocable Trust.  At the expiration of the three-year term of the Irrevocable 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 Irrevocable Trust.  Such interest does not relate to more than five percent of the Common Stock.  Mr. or Mrs. Gianforte (or their children, descendents, certain other family members or other contingent charitable beneficiaries) have the right, in their capacities as beneficiaries of the Amended Trusts, to receive dividends from, or the proceeds from the sale of, the shares of Common Stock held by the Amended Trusts.  Except as described above, no person other than Mr. or Mrs. Gianforte 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 the Common Stock covered by this Schedule 13D.

 

                Except as indicated above, the information set forth in Item 5 of the Schedule 13D remains unchanged.

 

6



 

Item 7.                    Material to Be Filed as Exhibits

 

                1.             Joint Filing Agreement dated March 23, 2006 between Mr. and Mrs. Gianforte, filed herewith as Exhibit 99.1.

 

Except as indicated above, the remaining information set forth in the Schedule 13D remains unchanged.

 

 

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.

March 23, 2006

Date

 

/s/ Greg R. Gianforte

Signature

 

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

Name/Title

 

March 23, 2006

Date

 

/s/ Susan Gianforte

Signature

 

Susan Gianforte

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


EX-99.1 2 a06-7714_1ex99d1.htm EXHIBIT 99

EXHIBIT 99.1

 

 

 

JOINT FILING AGREEMENT

 

                WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of the undersigned persons (collectively the “Filing Persons”); and

 

                WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of the Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons;

 

                NOW, THEREFORE, the undersigned hereby agree as follows with each of the other Filing Persons:

 

                1.             Each of the Filing Persons is individually eligible to use the Joint Statement.

 

                2.             Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto.

 

                3.             Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement.

 

                4.             None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement; unless such person knows or has reason to believe that such information is inaccurate.

 

                5.             The undersigned agree that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons.

 

                This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

 

Date:       March 23, 2006

 

 

 

/s/ Greg R. Gianforte

 

Greg R. Gianforte

 

 

 

/s/ Susan Gianforte

 

Susan Gianforte

 


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