-----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, LllAkxy3aobYwAY+SVaVJIyFus5LfzsbNMZkPR22C+0GGLMo8Nj5aeUWdcL+o3Am WT7n/HOOrxb78Y01P4mQwA== 0000950123-10-092522.txt : 20101012 0000950123-10-092522.hdr.sgml : 20101011 20101012060717 ACCESSION NUMBER: 0000950123-10-092522 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20101012 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101012 DATE AS OF CHANGE: 20101012 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31321 FILM NUMBER: 101117150 BUSINESS ADDRESS: STREET 1: 136 ENTERPRISE BLVD. CITY: BOZEMAN STATE: MT ZIP: 59718 BUSINESS PHONE: 406 522 2952 MAIL ADDRESS: STREET 1: 136 ENTERPRISE BLVD. CITY: BOZEMAN STATE: MT ZIP: 59718 8-K 1 c60663e8vk.htm FORM 8-K e8vk
 
 
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 12, 2010
RIGHTNOW TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
         
DELAWARE   000-31321   81-0503640
         
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)
     
136 ENTERPRISE BOULEVARD, BOZEMAN, MT   59718
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code (406) 522-4200
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.01. Entry into a Material Definitive Agreement
          The information relating to the offer letter disclosed in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.02. Results of Operations and Financial Condition.
          On October 12, 2010, RightNow Technologies, Inc. (the “Company”) issued a press release announcing unaudited preliminary financial information for the third quarter of 2010. A copy of the press release is furnished herewith as Exhibit No. 99.1.
          The information contained under Item 2.02 in this report and in Exhibit 99.1 attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
          RightNow Technologies, Inc. (the “Company” or “RightNow”) has appointed Wayne Huyard as President and Chief Operating Officer effective October 8, 2010 pursuant to the terms of an offer letter dated and accepted October 8, 2010, providing that Mr. Huyard will (i) receive an annual base salary of $305,000 and an annual target bonus potential of $235,000; (ii) be granted an option to purchase 100,000 shares of the Company’s common stock pursuant to the terms of the Company’s 2004 Equity Incentive Plan, as amended; (iii) be entitled to receive six months’ salary and bonus continuation as severance and acceleration of 100% of any then-unvested option shares granted after October 8, 2010 in the event of termination of his employment without cause or for good reason within 12 months following a change in control; (iv) be entitled to receive six months’ salary and bonus continuation as severance and acceleration of an additional 12.5% of any then-unvested option shares granted after October 8, 2010 in the event of termination of his employment without cause; and (v) become a party to the Company’s standard indemnification agreement. The Company’s offer letter for Mr. Huyard is filed as Exhibit No. 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
          Prior to the appointment, Mr. Huyard, age 51, served as RightNow’s Chief People Officer upon joining RightNow’s executive team in July 2010. In that capacity, he was responsible for all of our global human resources activities. As President and Chief Operating Officer, Mr. Huyard will have primary responsibility for RightNow’s sales, marketing, services, development and delivery organizations. Prior to joining RightNow, Mr. Huyard spent approximately three years, from 2006 to 2009, as a member of the Executive Leadership team at Cerberus Operations and Advisory Company, the operating unit of Cerberus Capital Management, a private investment firm, where he led the sales and marketing practice along with serving as Chairman, Four Points Media Group. Prior to that, Mr. Huyard spent 22 years at telecommunications companies MCI Worldcom Inc. and Verizon Communications Inc., from 1984 to 2006, in a variety of senior management roles including President, MCI Mass Markets; COO, MCI Group; President, MCI Worldwide Sales and Marketing; and EVP, Verizon Business Global Sales. His experience spans consumer mass marketing, business direct sales, enterprise consulting and professional services in both private and public sector markets in the Americas, Europe and Asia.
          Mr. Huyard replaces Susan Carstensen, who resigned her position as Vice President and Chief Operating Officer effective October 8, 2010. Ms. Carstensen will assume responsibility for the Company’s global services organization as Senior Vice President, Customer Experience. In connection with Mr. Huyard’s appointment, Greg Gianforte resigned his position as President effective October 8, 2010, but will continue to serve as the Company’s Chairman and Chief Executive Officer.
Item 7.01. Regulation FD Disclosure.
          On October 12, 2010 the Company issued a press release announcing the appointment of Mr. Huyard as President and Chief Operating Officer to replace Ms. Carstensen in the position of Vice President and Chief Operating Officer and to assume the President position resigned by Mr. Gianforte. A copy of the press release, dated October 12, 2010, is furnished as Exhibit No. 99.2 to this Current Report on Form 8-K.
          The information contained in Item 7.01 of this report, including Exhibit 99.2 hereto, is being furnished to the Securities and Exchange Commission and not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in Item 7.01 of this report and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
          This report and Exhibits No. 99.1 and 99.2 hereto contains forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking

 


 

statements are based on the Company’s current expectations, estimates and projections about its industry, management’s beliefs, and certain assumptions made by the Company, all of which are subject to change. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause the Company’s actual results to differ materially and adversely from those expressed in any forward-looking statement.
          The risks and uncertainties referred to above include, but are not limited to, our success in transitioning to a new President and Chief Operating Officer; the risk that the preliminary financial information set forth in Exhibit No. 99.1 to this Form 8-K will differ from the final third quarter results; general economic conditions; fluctuations in foreign currency exchange; our business model; our ability to develop or acquire and gain market acceptance for new products and enhancements to existing products in a cost-effective and timely manner; fluctuations in our earnings as a result of potential changes to our valuation allowance(s) on our deferred tax assets; the success of our efforts to integrate HiveLive’s personnel and processes, following our acquisition of that entity; the risk of asset impairment associated with the acquisition of HiveLive; the gain or loss of key customers; competitive pressures and other similar factors such as the availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; our ability to expand or contract operations, manage expenses and grow profitability; the rate at which our present and future customers adopt our existing and future products and services; fluctuations in our operating results including our revenue mix and our rate of growth; fluctuations in backlog; the risk that our investments in partner relationships and additional employees will not achieve expected results; interruptions or delays in our hosting operations; breaches of our security measures; our ability to protect our intellectual property from infringement, and to avoid infringing on the intellectual property rights of third parties; any unanticipated ambiguities in fair value accounting standards; the amount and timing of any stock repurchases under our stock repurchase program; fluctuations in our operating results from the impact of stock-based compensation expense; our ability to manage and expand our partner relationships; our ability to hire, retain and motivate our employees and manage our growth; the impact of potential future acquisitions, if any; and various other factors. Further information on potential factors that could affect our financial results is included in our Annual Report on Form 10-K, quarterly reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. The forward-looking statements in this report and the exhibits hereto speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.
Item 9.01. Financial Statements and Exhibits.
  (a)   Financial statements of business acquired.
 
      Not Applicable
 
  (b)   Pro forma financial information.
 
      Not applicable
 
  (c)   Shell company transactions.
 
      Not applicable
 
  (d)   Exhibits.
     
Exhibit    
No.   Description of Exhibit
10.1
  RightNow’s Offer Letter for Wayne Huyard.
 
   
99.1
  Press Release dated October 12, 2010 announcing unaudited preliminary financial information for the third quarter ended September 30, 2010 (furnished herewith but not filed pursuant to Item 2.02).
 
   
99.2
  Press Release, dated October 12, 2010, announcing appointment of Wayne Huyard as President and Chief Operating Officer (furnished herewith but not filed pursuant to Item 7.01).

 


 

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.
         
  RIGHTNOW TECHNOLOGIES, INC.
(Registrant)

 
 
Dated: October 12, 2010  /s/ Jeffrey C. Davison    
  Jeffrey C. Davison   
  Chief Financial Officer, Vice President and Treasurer   
 

 


 

EXHIBIT INDEX
     
Exhibit    
No.   Description of Exhibit
10.1
  RightNow’s Offer Letter for Wayne Huyard.
 
   
99.1
  Press Release dated October 12, 2010 announcing unaudited preliminary financial information for the third quarter ended September 30, 2010 (furnished herewith but not filed pursuant to Item 2.02).
 
   
99.2
  Press Release, dated October 12, 2010, announcing appointment of Wayne Huyard as President and Chief Operating Officer (furnished herewith but not filed pursuant to Item 7.01).

 

EX-10.1 2 c60663exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
(RIGHTNOW LOGO)
Human Resources
Direct 866.292.2098
HR@rightnow.com
October 10, 2010
Wayne Huyard
RightNow Technologies
Dear Wayne,
Subject to approval by the RightNow Board of Directors, I am pleased to offer you a new position with RightNow Technologies (“RightNow”) as President and Chief Operating Officer located in Bozeman, MT. If you accept this offer, you will continue to report to Greg Gianforte, Chief Executive Officer. Your start date will be October 8, 2010. This letter replaces any previous offer letter from the Company, including your offer letter dated June 8, 2010.
Your On Target Earnings (OTE) will be $540,000, consisting of a base salary of $305,000 per year with an on-target bonus potential of $235,000 per annum.
In addition, you will receive options to purchase 100,000 shares of RightNow common stock, which will vest over four years and be governed by the terms of the stock option agreement.
Any capitalized terms in this letter shall have the same meaning as in the attachment to this letter.
Termination of Employment: You will receive the following benefits if your employment with the Company (or any successor company or affiliated entity with which you are then employed) is terminated by the Company or such other employer without Cause:
  (i)   acceleration of 12.5% of your then unvested stock options in connection with all stock option awards made after the date of this letter, and subject to the terms and conditions of each such stock option agreement that is executed by you and the Company; and
 
  (ii)   6 months salary continuation at your then current on target earnings (OTE).
Termination of Employment following a Change of Control: In lieu of the benefits referred to above, you will receive the following benefits if (a) your employment with the Company (or any successor company or affiliated entity with which you are then employed) is terminated by the Company or such other employer without Cause within twelve months following the date of a Change in Control of the Company; or (b) your employment with the
(FOOTER)

 


 

(RIGHTNOW LOGO)
Company (or any successor company or affiliated entity with which you are then employed) is terminated by you for Good Reason within twelve months following the date of a Change in Control of the Company:
  (i)   acceleration of 100% of your then unvested stock options in connection with all stock option awards made after the date of this letter, and subject to the terms and conditions of each such stock option agreement that is executed by you and the Company; and
 
  (ii)   6 months salary continuation at your then current on target earnings (OTE)
If this offer meets with your approval, please sign your acceptance and return to Tory Atkins in Human Resources.
Sincerely,
     
 
 
   
Greg Gianforte
  Wayne Huyard
Chief Executive Officer
   
(FOOTER)

 


 

(RIGHTNOW LOGO)
ATTACHMENT
DEFINITIONS
“Change in Control” shall mean a change in ownership or control of the Company effected through any of the following transactions:
  1.   merger, consolidation or other reorganization unless securities representing more than 50% of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction;
 
  2.   the sale, transfer or other disposition of all or substantially all of the Company’s assets;
 
  3.   the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders; or
 
  4.   a change in the composition of the Board of Directors over a period of 36 consecutive months or less such that a majority of the directors ceases, by reason of one or more contested elections for directorship, to be comprised of individuals who either (i) have been directors continuously since the beginning of such period or (ii) have been elected or nominated for election as directors during such period by at least a majority of the directors described in clause (i) who were still in office at the time the Board of Directors approved such election or nomination.
Following a Change in Control, “Company” shall refer to the successor corporation in the transaction.
Termination of employment for “Cause” shall mean termination by the Company of your employment based upon (i) the willful and continued failure by you substantially to perform your duties and obligations (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure resulting from your termination for “Good Reason” as defined below), (ii) your conviction or plea bargain in connection with the commission or alleged commission of any felony or gross misdemeanor involving moral turpitude, fraud or misappropriation of funds, or (iii) your willful engaging in misconduct which causes substantial injury to the Company, its other employees or its
(FOOTER)

 


 

(RIGHTNOW LOGO)
clients, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on your part shall be considered “willful” unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in the best interests of the Company.
“Good Reason” shall mean the occurrence of any of the following events following a Change in Control, except for the occurrence of such an event in connection with the termination of your employment by the Company (or any successor company or affiliated entity then employing you) for Cause, Disability or death:
  1.   the assignment to you of employment duties or responsibilities which are not substantially comparable in responsibility and status to the employment duties and responsibilities you held immediately prior to the Change in Control;
 
  2.   a reduction in your base salary as in effect immediately prior to the Change in Control or as the same may be increased from time to time during the term of this Agreement; or
 
  3.   requiring you to work in a location more than 50 miles from your office location immediately prior to the Change in Control, except for requirements of temporary travel on the Company’s business to an extent substantially consistent with your business travel obligations immediately prior to the Change in Control.
(FOOTER)

 

EX-99.1 3 c60663exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(RIGHTNOW LOGO)
For Further Information, Contact:
     
Investor Relations:
  Corporate Communications:
Todd Friedman or Stacie Bosinoff
  Jaia Zimmerman
The Blueshirt Group
  RightNow Technologies
415.217.7722
  650.653.4441 Office
todd@blueshirtgroup.com
  650.464.8462 Cell
stacie@blueshirtgroup.com
  jzimmerman@rightnow.com
RIGHTNOW ANNOUNCES
PRELIMINARY THIRD QUARTER 2010 FINANCIAL RESULTS
Company anticipates exceeding third quarter revenue and earnings per share guidance.
BOZEMAN, Mont. – October 12, 2010 – RightNow® Technologies (NASDAQ: RNOW), today announced unaudited preliminary financial information for the third quarter ended September 30, 2010. Based on preliminary information and subject to the quarterly accounting close and review procedures, the Company currently expects to report revenue of approximately $48 million, GAAP earnings per share of approximately $0.07, and non-GAAP earnings per share, which excludes stock-based compensation, of approximately $0.14 for the third quarter of 2010. These preliminary anticipated results exceed the Company’s previous guidance for the third quarter of revenue of approximately $45 million, GAAP earnings per share of approximately $0.05, and non-GAAP earnings per share of approximately $0.12 as provided on July 28, 2010.
“We had a great third quarter demonstrating our continued momentum in the market,” stated Greg Gianforte, CEO and founder. “As organizations focus more attention on customer experience across the web, contact center and social, we believe we are in a unique position to seamlessly serve their mission critical needs. We are looking forward to the kick-off of our annual customer summit in Colorado Springs tomorrow, where we bring together hundreds of our customers and partners to share ideas, promote the RightNow community and drive our vision of ridding the world of bad experiences.”
RightNow will be hosting a meeting with analysts at its annual user conference today at 8:30 a.m. MT (10:30 a.m. ET) during which the company will discuss these preliminary results and other related business matters. The analyst meeting and question and answer session will be webcast at http://investor.rightnow.com/index.cfm.
In addition, RightNow will release its final earnings results for the third quarter ended September 30, 2010 after the market close on Thursday, October 28, 2010. The company will host a conference call to discuss the results at 2:30 p.m. Mountain Time (4:30 p.m. Eastern Time) on the same day. To access the call on October 28, 2010, please dial (877) 638-9569, or outside the U.S. (914) 495-8536, at least five minutes prior to the 2:30 p.m. MT start time. A live webcast of the call will also be available at http://investor.rightnow.com/index.cfm under the Investor Webcasts menu. An audio replay will be available between 5:30 p.m. MT October 28, 2010 and 9:59 p.m. MT November 11, 2010 by calling (800) 642-1687 or (706) 645-9291, with Conference ID 16293024. The replay will also be available on our website at http://investor.rightnow.com.
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About RightNow Technologies
RightNow is helping rid the world of bad experiences one consumer interaction at a time, eight million times a day. RightNow CX, the customer experience suite, helps organizations deliver exceptional customer experiences across the web, social networks and contact centers, all delivered via the cloud. With more than eight billion customer interactions delivered, RightNow is the customer experience fabric for nearly 2,000 organizations around the globe. To learn more about RightNow, go to www.rightnow.com.
RightNow is a registered trademark of RightNow Technologies, Inc. NASDAQ is a registered trademark of The NASDAQ Stock Market LLC.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding projected results of operations and management’s future strategic plans. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
The risks and uncertainties referred to above include, but are not limited to, the risk that the preliminary financial information in this press release will differ from the completed third quarter final results; our success in transitioning to a new President and Chief Operating Officer; general economic conditions; fluctuations in foreign currency exchange; our business model; our ability to develop or acquire and gain market acceptance for new products and enhancements to existing products in a cost-effective and timely manner; fluctuations in our earnings as a result of potential changes to our valuation allowance(s) on our deferred tax assets; the success of our efforts to integrate HiveLive’s personnel and processes, following our acquisition of that entity; the risk of asset impairment associated with the acquisition of HiveLive; the gain or loss of key customers; competitive pressures and other similar factors such as the availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; our ability to expand or contract operations, manage expenses and grow profitability; the rate at which our present and future customers adopt our existing and future products and services; fluctuations in our operating results including our revenue mix and our rate of growth; fluctuations in backlog; the risk that our investments in partner relationships and additional employees will not achieve expected results; interruptions or delays in our hosting operations; breaches of our security measures; our ability to protect our intellectual property from infringement, and to avoid infringing on the intellectual property rights of third parties; any unanticipated ambiguities in fair value accounting standards; the amount and timing of any stock repurchases under our stock repurchase program; fluctuations in our operating results from the impact of stock-based compensation expense; our ability to manage and expand our partner relationships; our ability to hire, retain and motivate our employees and manage our growth; the impact of potential future acquisitions, if any; and various other factors. Further information on potential factors that could affect our financial results is included in our Annual Report on Form 10-K, quarterly reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. The forward-looking statements in this release speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.
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Reconciliation of Preliminary Non-GAAP Earnings Per Share
                                         
    GAAP Preliminary           Non-GAAP Preliminary
    From   To   Adjustment   From   To
Third quarter ending September 30, 2010
                                       
Net income (approximately)
    n/a     $ 2,400       $2,200[a]       n/a     $ 4,600  
Net income per share (approximately)
    n/a     $ 0.07               n/a     $ 0.14  
Shares (diluted)
    n/a       34,000               n/a       34,000  
 
[a]   Estimated stock-based compensation expense to be recorded for the periods indicated in accordance with FASB Accounting Standards Codification, Topic 718, Compensation-Stock Compensation, which is effective for periods beginning January 1, 2006.
About Non-GAAP Financial Measures
Non-GAAP net income and diluted net income per share are supplemental measures of our performance that are not required by, or presented in accordance with GAAP. These non-GAAP financial measures are not intended to be used in isolation and should not be considered a substitute for net income and net income per share or any other performance measure determined in accordance with GAAP. We present non-GAAP net income and net income per share because we consider each to be an important supplemental measure of our performance.
Management uses these non-GAAP financial measures to make operational decisions, evaluate the Company’s performance, prepare forecasts and determine compensation. Further, management believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the Company’s performance when planning, forecasting and analyzing future periods. Our stock-based compensation expenses are expected to vary depending on the number of new grants issued, changes in our stock price, stock market volatility, expected option lives and risk-free rates of return, all of which are difficult to estimate. In calculating non-GAAP net income and net income per share, management excludes stock-based compensation expenses to facilitate its review of the comparability of the Company’s operating performance on a period-to-period basis because such expenses are not, in management’s view, related to the Company’s ongoing operating performance. Management uses this view of its operating performance for purposes of comparison with its business plan and individual operating budgets and resource allocation.
Management further believes that these non-GAAP financial measures are useful to investors in providing greater transparency to the information used by management in its operational decision making. We believe that the use of non-GAAP net income and net income per share also facilitate a comparison of RightNow’s underlying operating performance with that of other companies in our industry, which use similar non-GAAP financial measures to supplement their GAAP results.
Calculating non-GAAP net income and net income per share have limitations as an analytical tool, and readers should not consider these measures in isolation or as substitutes for GAAP net income and GAAP net income per share. In the future, we expect to incur additional stock-based compensation expenses and the exclusion of these expenses in the presentation of our non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Investors and potential investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool, which include:
    Other companies inside and outside of our industry may calculate non-GAAP net income and net income per share differently than we do, limiting their usefulness as a comparative tool; and
 
    The Company’s income tax expense or benefit will be ultimately based on its GAAP taxable income and actual tax rates in effect, which may differ significantly from the effective tax rate used in our non-GAAP financial measures.
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In addition, the adjustments to our GAAP financial measures reflect the exclusion of stock-based compensation expenses that are recurring and will be reflected in the Company’s financial results for the foreseeable future. The Company compensates for these limitations by providing specific information regarding the GAAP amount excluded from the non-GAAP financial measures. The Company further compensates for the limitations of our use of non-GAAP financial measures by presenting comparable GAAP measures more prominently. The Company evaluates the non-GAAP financial measures together with the most directly comparable GAAP financial measures.
Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures contained within this press release with our GAAP net income and net income per share. For more information, see the consolidated operating statements and reconciliation of non-GAAP measurements contained in this press release.
FRNOW
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EX-99.2 4 c60663exv99w2.htm EX-99.2 exv99w2
Exhibit 99.2
(RIGHTNOW LOGO)
For Further Information, Contact:
     
Investor Relations:
  Corporate Communications:
Todd Friedman or Stacie Bosinoff
  Jaia Zimmerman
The Blueshirt Group
  RightNow Technologies
415.217.7722
  650.464.8462 Cell
todd@blueshirtgroup.com
  650.653.4441 Office
stacie@blueshirtgroup.com
  jzimmerman@rightnow.com
RightNow Names Wayne Huyard as President and Chief Operating Officer
Seasoned Executive Leader to Guide Company’s Growth
Bozeman, Mont., October 12, 2010 RightNow (NASDAQ: RNOW) today announced that Wayne Huyard has been appointed President and Chief Operating Officer. Wayne brings more than 25 years of executive leadership experience managing fast-growing and dynamic organizations. As President and Chief Operating Officer, Wayne will have primary responsibility for RightNow’s sales, marketing, services, development, and delivery organizations.
“We are excited to have Wayne assume this leadership role at RightNow. He brings a wealth of experience successfully scaling organizations as they undergo rapid growth. We were focused on bringing in a leader who not only has world-class sales and marketing leadership skills, but who also is a strong cultural fit at RightNow. Wayne brings these important capabilities, and also shares RightNow’s unyielding commitment to great customer experience.”
Greg Gianforte, Chief Executive Officer, RightNow
“RightNow is a place of extraordinary achievement, innovation and commitment. The entire organization is inspired by a compelling mission to rid the world of bad experiences, driven by an agile on-demand business model, and focused on a large and growing customer experience market. The team is very talented, the solution is best-in-class, and the opportunity for continued growth is exciting. I look forward to working closely with Greg and the RightNow team to realize continued growth and leadership in the market.”
Wayne Huyard, President and Chief Operating Officer, RightNow
Wayne Huyard, 51, joined RightNow’s executive team in July 2010. A seasoned business executive with more than 25 years of experience, Wayne brings broad experience in consumer, business and

 


 

government markets, both domestic and international. Wayne spent 22 years at MCI, WorldCom and Verizon in a variety of senior management roles including President, MCI Mass Markets; COO, MCI Group; President, MCI Worldwide Sales and Marketing; and EVP, Verizon Business Global Sales. His experience spans consumer mass marketing, business direct sales, enterprise consulting and professional services in both private and public sector markets in the Americas, Europe and Asia. Most recently, Wayne was a member of the Executive Leadership team at Cerberus Operations and Advisory Company, the operating unit of Cerberus Capital Management, where he led the sales and marketing practice. He also served as Chairman, Four Points Media Group. Huyard is a graduate of Elizabethtown College and lives in Montana with his wife and children.
Susan Carstensen, formerly Chief Operating Officer of RightNow, will assume responsibility for the company’s global services organization as Senior Vice President, Customer Experience.
“Susan’s leadership has been crucial to driving RightNow’s growth and momentum. I am thrilled that she is assuming leadership of our client success, customer service and professional services organizations.”
Greg Gianforte, Chief Executive Officer, RightNow
RightNow today also announced preliminary third quarter 2010 financial results, anticipating that it will exceed revenue and earnings per share guidance.
About RightNow
RightNow is helping rid the world of bad experiences one consumer interaction at a time, eight million times a day. RightNow CX, the customer experience suite, helps organizations deliver exceptional customer experiences across the web, social networks and contact centers, all delivered via the cloud. With more than ten billion customer interactions delivered, RightNow is the customer experience fabric for nearly 2000 organizations around the globe. To learn more about RightNow, go to www.rightnow.com.
RightNow is a registered trademark of RightNow Technologies, Inc. NASDAQ is a registered trademark of the NASDAQ Stock Market.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding projected results of operations and management’s future strategic plans. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
The risks and uncertainties referred to above include, but are not limited to, the risk that the preliminary financial information in this press release will differ from the completed third quarter final results; our success in transitioning to a new President and Chief Operating Officer; general economic conditions; fluctuations in foreign currency exchange; our business model; our ability to develop or acquire and gain market acceptance for new products and enhancements to existing products in a cost-effective and timely manner; fluctuations in our earnings as a result of potential changes to our valuation allowance(s) on our deferred tax assets; the success of our efforts to integrate HiveLive’s personnel and processes, following our acquisition of that entity; the risk of asset impairment associated with the acquisition of HiveLive; the gain or loss of key customers; competitive pressures and other similar factors

 


 

such as the availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; our ability to expand or contract operations, manage expenses and grow profitability; the rate at which our present and future customers adopt our existing and future products and services; fluctuations in our operating results including our revenue mix and our rate of growth; fluctuations in backlog; the risk that our investments in partner relationships and additional employees will not achieve expected results; interruptions or delays in our hosting operations; breaches of our security measures; our ability to protect our intellectual property from infringement, and to avoid infringing on the intellectual property rights of third parties; any unanticipated ambiguities in fair value accounting standards; the amount and timing of any stock repurchases under our stock repurchase program; fluctuations in our operating results from the impact of stock-based compensation expense; our ability to manage and expand our partner relationships; our ability to hire, retain and motivate our employees and manage our growth; the impact of potential future acquisitions, if any; and various other factors. Further information on potential factors that could affect our financial results is included in our Annual Report on Form 10-K, quarterly reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. The forward-looking statements in this release speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.
FRNOW

 

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