0001104659-06-042624.txt : 20060620 0001104659-06-042624.hdr.sgml : 20060620 20060620140715 ACCESSION NUMBER: 0001104659-06-042624 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060620 DATE AS OF CHANGE: 20060620 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: 06915031 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 a06-14118_1sc13da.htm AMENDMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

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)

May 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.

(Continued on following pages)

(Page 1 of 6 Pages)

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 9,469,065 shares of Common Stock. See Items 4 and 5.

			9.	Sole Dispositive Power 177,887 shares of Common Stock

			10.	Shared Dispositive Power 9,469,065 shares of Common Stock. See Items 4 and 5.

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,646,952 shares of Common Stock. See Items 4 and 5.

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 29.9%

	14.	Type of Reporting Person (See Instructions) IN

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 9,469,065 shares of Common Stock. See Items 4 and 5.

			9.	Sole Dispositive Power 0 shares of Common Stock

			10.	Shared Dispositive Power 9,469,065 shares of Common Stock. See Items 4 and 5.

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,469,065 shares of Common Stock. See Items 4 and 5.

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 29.4%

	14.	Type of Reporting Person (See Instructions) IN

Explanatory Note

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) 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, amended and supplemented by Amendment No. 3 filed on December 15, 2005 and amended and supplemented by Amendment No. 4 filed on March 27, 2006 (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. 5 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 sales that have occurred under their Rule 10b5-1 plan and certain gifts by Mr. and Mrs. Gianforte. Mr. Gianforte is filing this Amendment No. 5 individually and as co-trustee of the Greg Gianforte Revocable Trust U/T/A 5/23/2005 and Susan Gianforte Revocable Trust U/T/A 5/23/2005, Tenants in Common (the “Amended Trusts”). Mrs. Gianforte is joining Mr. Gianforte in filing this Amendment No. 5 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, 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 April 3, 2006 and April 11, 2006, an aggregate of 200,000 shares of Common Stock held by the Amended Trusts were sold at various market prices pursuant to the December 14, 2005 Rule 10b5-1 plan described under Item 4 of the Schedule 13D. On April 26, 2006, Mr. and Mrs. Gianforte gifted an aggregate of 20,000 shares of Common Stock held by the Amended Trusts to a charitable organization for no consideration. On May 1, 2006 and May 3, 2006, an aggregate of 200,000 shares of Common Stock held by the Amended Trusts were sold at various market prices pursuant to the December 14, 2005 Rule 10b5-1 plan described under Item 4 of the Schedule 13D. On May 5, 2006, Mr. and Mrs. Gianforte gifted an aggregate of 20,000 shares of Common Stock held by the Amended Trusts to a charitable organization for no consideration. On various dates between June 1, 2006 and June 7, 2006, an aggregate of 200,000 shares of Common Stock held by the Amended Trusts were sold at various market prices pursuant to the December 14, 2005 Rule 10b5-1 plan described under Item 4 of the Schedule 13D.

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

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 9,646,952 shares of Common Stock, constituting approximately 29.9% 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 9,469,065 shares of Common Stock, constituting approximately 29.4% 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 32,233,525 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, 9,469,065 shares of Common Stock. Mr. Gianforte has sole voting and dispositive power over 177,887 shares of Common Stock owned directly by him.

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

Item 7. Material to Be Filed as Exhibits

1. Joint Filing Agreement dated June 20, 2006 between Mr. and Mrs. Gianforte, filed herewith as Exhibit 99.1.

2. Powers of Attorney, filed herewith as Exhibit 99.2.

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.

	June 20, 2006
	Date
	/s/ Vicki Pollington
	Signature
	Vicki Pollington, as Attorney-in-Fact for Greg R. Gianforte, Chairman, Chief Executive Officer and President of RightNow Technologies, Inc.
	Name/Title

	June 20, 2006
	Date
	/s/ Vicki Pollington
	Signature
	Vicki Pollington, as Attorney-in-Fact for 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)

EX-99.1 2 a06-14118_1ex99d1.htm EX-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: June 20, 2006

	/s/ Vicki Pollington
	Vicki Pollington, as
	Attorney-in-Fact for Greg R. Gianforte

	/s/ Vicki Pollington
	Vicki Pollington, as
	Attorney-in-Fact for Susan Gianforte

EX-99.2 3 a06-14118_1ex99d2.htm EX-99

EXHIBIT 99.2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Vicki Pollington and Mick Quinlivan, and each of them, with full authority to act without the others, as the undersigned’s true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, of RightNow Technologies, Inc. (the “Company”), Schedules 13D or 13G, and any amendments or joint filing agreements thereto, in accordance with Sections 13(d) and 13(g) of the Exchange Act, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, or any amendments or joint filing agreements thereto, and file such schedules, amendments and agreements with the United States Securities and Exchange Commission and any stock exchange or similar authority or organization; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the sole discretion of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of April, 2006.

	Signature:	/s/ Greg R. Gianforte
		Greg R. Gianforte

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of April, 2006.

	Signature:	/s/ Susan Gianforte
		Susan Gianforte