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): May 23, 2013
WEBSENSE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-30093 | 51-0380839 | ||
(state or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
10240 Sorrento Valley Road
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858) 320-8000
(Registrants telephone number, including area code)
N/A
(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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On May 23, 2013, Websense, Inc., a Delaware corporation (the Company) posted a weblog entry, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, to the Companys corporate website related to the tender offer and acquisition of the Company by Tomahawk Merger Sub, Inc., a Delaware corporation (Merger Sub) previously disclosed on the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2013.
Forward Looking Statements
This report may contain forward-looking statements. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The actual results of the transaction could vary materially as a result of a number of factors, including: uncertainties as to how many of the Companys stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived; the possibility that the transaction may not be timely completed, if at all; and that, prior to the completion of the transaction, if at all, the Companys business may experience significant disruptions due to transaction-related uncertainty. Other factors that may cause actual results to differ materially include those set forth in the reports that we file from time to time with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended December 31, 2012 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect the Companys expectations as of the date of this report. The Company undertakes no obligation to update the information provided herein.
Notice to Investors
The offer referred to in this report has not yet commenced. This report is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Companys common stock will be made pursuant to an offer to purchase and related materials that Merger Sub intends to file with the Securities and Exchange Commission. At the time the offer is commenced, Merger Sub will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents may be obtained from the Company by contacting Investor Relations at 10240 Sorrento Valley Road, San Diego, California 92121, Phone 858-320-8000 or akauffman@websense.com.
Additional Information about the Merger and Where to Find It
In connection with the potential one-step merger, the Company would file a proxy statement with the Securities and Exchange Commission. Additionally, the Company would file other relevant materials with the Securities and Exchange Commission in connection with the proposed acquisition of the Company by Merger Sub pursuant to the terms of the merger agreement. The materials to be filed by the Company with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commissions web site at www.sec.gov. Free copies of the proxy statement may be obtained by contacting the Companys Investor Relations Department at 10240 Sorrento Valley Road, San Diego, California 92121, Phone 858-320-8000 or akauffman@websense.com. Investors and security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.
The Company and its respective directors, executive officers and other members of its management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants in the solicitation of proxies
of the Companys stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Companys executive officers and directors in the solicitation by reading the Companys proxy statement for its 2013 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the merger when and if they become available. Information concerning the interests of the Companys participants in the solicitation, which may, in some cases, be different than those of the Companys stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes available. Additional information regarding the Companys directors and executive officers is also included in the Companys proxy statement for its 2013 annual meeting of stockholders and is included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 containing Part III information.
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits. |
Number |
Description | |
99.1 | Weblog entry, posted on May 23, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WEBSENSE, INC. | ||||||
Date: May 23, 2013 | By: | /s/ Michael A. Newman | ||||
Michael A. Newman | ||||||
Chief Financial Officer | ||||||
(principal financial and accounting officer) |
Exhibit Index
Number |
Description | |
99.1 | Weblog entry, posted on May 23, 2013. |
Exhibit 99.1
Websense Focuses on Continued Security Innovation with Acquisition
John McCormack
By now, many of you have seen this weeks announcement detailing the Websense agreement to be acquired by Vista Equity Partners and become a privately held company. I view this as a very positive development for our Websense customers, partners, shareholders, prospects and employees.
Our top priority continues to be protecting organizations from data theft and the latest advanced cyberattacks. To that end, delivering an exceptional customer experience, through the innovative TRITON platform, is paramount.
Vista Equity Partners is a leading private equity firm focused on investing in software, data and technology-enabled businesses. Vistas expertise, operational discipline and best practices will enable Websense to continue to invest in the business, maintaining and building our leadership position in security technology innovation. Vista supports our TRITON strategy and is enthusiastic about our prospects for future growth.
Together, we believe that this announcement bodes well for Websense and our customers, partners, prospects and employees.
We look forward to the days ahead, as we continue to exceed expectations as your chosen cybersecurity solution provider.