8-K

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

January 29, 2008

Date of report (Date of earliest event reported)

RIGHTNOW TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-31321	81-0503640
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
of Incorporation)		Identification No.)

136 Enterprise Boulevard

Bozeman, Montana 59718

(Address of Principal Executive Offices, Including Zip Code)

(406) 522-4200

(Registrant’s 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:

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

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 Jeff Davison as Vice President and Chief Financial Officer effective January 29, 2008 pursuant to the terms of an offer letter dated and accepted January 29, 2008, providing that Mr. Davison will (i) receive an annual base salary of $200,000 and an annual target bonus potential of $100,000; (ii) be granted an option to purchase 75,000 shares of the Company’s common stock pursuant to the terms of the Company’s 2004 Equity Incentive Plan; (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 January 29, 2008 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 January 29, 2008 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 form of executive officer offer letter and schedule of material differences thereto for Mr. Davison is filed as Exhibit 10.31 to this Current Report on Form 8-K and is incorporated herein by reference. The board of directors also appointed Mr. Davison to serve as the Company’s Treasurer effective January 29, 2008.

Prior to the appointment, Mr. Davison, age 43, has served as a key member of the RightNow finance and sales organization for eight years.  He joined the Company in November 1999 as controller.  In November 2000, he was appointed as Vice President Sales Operations and served in that role until April 2006, when he was appointed as Vice President Finance and Operations.  Prior to joining the Company, Mr. Davison was the Corporate Controller for Powerhouse Technologies, Inc., a diversified gaming technology company, and Vice President Finance and Controller for divisions of Powerhouse Technologies.  He also has prior experience with PacifiCorp, a diversified utility company, and KPMG LLP, an independent public accounting firm.  Prior to the appointment, Mr. Davison received a 2007  annual base salary of $170,000 and an annual bonus of $65,033.  Additionally, he was granted  in 2007 an option to purchase 5,000 shares of the Company’s common stock pursuant to the terms of the Company’s 2004 Equity Incentive Plan.

Mr. Davison replaces Susan Carstensen, who resigned her position as Chief Financial Officer and Treasurer effective January 29, 2008 and has been appointed as the Company’s Vice President and Chief Operating Officer effective January 29, 2008 pursuant to the terms of an offer letter dated and accepted January 29, 2008, providing that Ms. Carstensen will (i) receive an annual base salary of $240,000 and an annual target bonus potential of $160,000; (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; (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 January 29, 2008 in the event of termination of her employment without cause or for good reason within 12 months following a change in control; and (iv) be entitled to receive six months’ salary and bonus continuation as severance and acceleration of an additional 12.5% of

1

any then-unvested option shares granted after January 29, 2008 in the event of termination of her employment without cause.  The Company’s form of executive officer offer letter and schedule of material differences thereto for Ms. Carstensen is filed as Exhibit 10.31 to this Current Report on Form 8-K and is incorporated herein by reference. Ms. Carstensen will continue to serve as the Company’s Assistant Secretary but will no longer serve as the Company’s Chief Financial Officer or Treasurer effective January 29, 2008.

Prior to the appointment, Ms. Carstensen, age 45, served as Chief Financial Officer, Vice President, Treasurer and Assistant Secretary.  She joined the Company in 1999 as Chief Financial Officer.  In addition, as Chief Financial Officer, Ms. Carstensen has also led professional services, technology operations, human resources and installed base sales.  Prior to joining RightNow, Ms. Carstensen spent five years at Powerhouse Technologies, Inc., a diversified gaming technology company, in various management positions, including Chief Financial Officer.  She also has prior experience with Martin Marietta Astronautics Group, an aerospace and defense contractor, and Ernst & Young LLP, an independent public accounting firm.  Ms. Carstensen has previously signed the Company’s standard indemnification agreement.  Prior to the appointment, Ms. Carstensen received a 2007 annual base salary of $220,000 and an annual bonus of $50,919.  Additionally, she was granted in 2007 an option to purchase 30,000 shares of the Company’s common stock pursuant to the terms of the Company’s 2004 Equity Incentive Plan.

Item 7.01.              Regulation FD Disclosure.

On January 30, 2008 the Company issued a press release announcing the appointment of Mr. Davison as Vice President and Chief Financial Officer to replace Ms. Carstensen in the position of Chief Financial Officer, and Ms. Carstensen’s appointment as Vice President and Chief Operating Officer.  A copy of the press release, dated January 30, 2008, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Davison will also serve as the Company’s Treasurer, a position formerly held by Ms. Carstensen.

The information contained in Item 7.01 of this report, including Exhibit 99.1 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 Exhibit 99.1 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, risks associated with our business model, our ability to develop or acquire, and gain market acceptance for new products in a cost-effective and timely manner; our success in transitioning to a new Chief Operating Officer and a new

2

Chief Financial Officer; the market success of our RightNow 8 product; the gain or loss of key customers; competitive pressures; our ability to expand operations; fluctuations in our earnings as a result of the impact of stock-based compensation expense; 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; our ability to manage and expand our partner relationships, and our ability to expand, retain and motivate our employees and manage our growth.  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.

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
10.31	Form of Executive Officer Offer Letter and Schedule of Material Differences thereto for Jeff Davison and Susan Carstensen
99.1	Press Release, dated January 30, 2008, announcing appointment of Jeff Davison as Chief Financial Officer, Vice President and Treasurer and Susan Carstensen as Chief Operating Officer and Vice President (furnished herewith 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:  January 30, 2008	/s/ Jeff Davison
	Jeff Davison
	Chief Financial Officer, Vice President and Treasurer

3

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.31	Form of Executive Officer Offer Letter and Schedule of Material Differences thereto for Jeff Davison and Susan Carstensen
99.1	Press Release, dated January 30, 2008, announcing appointment of Jeff Davison as Chief Financial Officer, Vice President and Treasurer and Susan Carstensen as Chief Operating Officer and Vice President (furnished herewith pursuant to Item 7.01).

4

EX-10.31

Exhibit 10.31

FORM OF OFFER LETTER FOR EXECUTIVE OFFICERS

[RIGHTNOW TECHNOLOGIES, INC. LETTERHEAD]

[DATE]

[NAME]

c/o RightNow Technologies, Inc.

136 Enterprise Blvd.

Bozeman, MT  59718

Dear [NAME],

I am pleased to offer you a full-time position with RightNow Technologies (“RightNow”) as [POSITION] located in Bozeman, Montana.  If you accept this offer, you will report to Greg Gianforte, Chief Executive Officer.  Your start date will be effective upon your acceptance of this offer.

Your on Target Earnings (OTE) will be [OTE], comprising a base of [BASE SALARY] per year with an on-target bonus potential of [BONUS POTENTIAL] per annum.  In addition, [OPTION SHARES] of RightNow common stock, which will vest over four years and be governed by the terms of the applicable stock option agreement.

[REPORTING]

[INDEMNIFICATION]

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 [TERMINATION ACCELERATION]of your then unvested stock options in connection with the attendant stock option award, and 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)	[TERMINATION SEVERANCE] salary continuation at your then current on target earnings (OTE) as determined by the Company’s Compensation Committee from time to time.

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 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 [CHANGE OF CONTROL ACCELERATION] of your then unvested stock options in connection with the attendant stock option award, and 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)	[CHANGE OF CONTROL SEVERANCE] salary continuation at your then current on target earnings (OTE) as determined by the Company’s Compensation Committee from time to time.

The above-listed termination benefits will apply to your approved option grant and all option grants in the future.

Actions:  If this offer meets with your approval, please take the following actions:

1.Sign this letter to indicate your acceptance and return a copy to Vicki Pollington.

2.Return a copy of the signed Indemnification Agreement to Vicki Pollington.

3.Retain one copy of each document for your records.

We look forward to working with you in your new position.

RIGHTNOW TECHNOLOGIES, INC.

By:
	Greg Gianforte	[NAME]
		Date: [ACCEPTANCE DATE]

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 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.

SCHEDULE OF MATERIAL DIFFERENCES
TO EXHIBIT 10.31

Name	Date	Position	OTE		Base Salary		Bonus Potential		Reporting	Indemnification
Jeffrey C. Davison	January 28, 2008	Vice President and Chief Financial Officer	$	300,000	$	200,000	$	100,000	Your position will meet the requirements of SEC Rule 16a-1, and accordingly you will be designated as an officer of RightNow Technologies, Inc. (the “Company”) for the purpose of Section 16 of the Securities and Exchange Act of 1934 (“Executive Officer”). As an Executive Officer, there will be additional SEC reporting requirements that pertain to your employment and remuneration. You are herewith provided with a copy of the Company’s Section 16 Manual, which you should carefully review.	In addition, the Company has adopted a policy of indemnifying its Executive Officers and directors for certain types of liabilities. In this regard, I enclose a copy of our standard indemnification agreement for your review and signature.
Susan J. Carstensen	January 28, 2008	Vice President and Chief Operating Officer	$	400,000	$	240,000	$	160,000	N/A. However, Ms. Carstensen’s previous designation as a Section 16 officer continues.	N/A. However, Ms. Carstensen previously signed RightNow’s standard indemnification agreement.

Name	Option Shares	Termination Acceleration		Termination Severance	Change of Control Acceleration		Change of Control Severance	January 29, 2008
Jeffrey C. Davison	the Board has approved a new grant to you of options to purchase 75,000 shares	12.5	%	6 months	100	%	6 months	January 29, 2008
Susan J. Carstensen	the Board has approved a new grant to you of options to purchase 100,000 shares	12.5	%	6 months	100	%	6 months	January 29, 2008

This schedule sets forth the material terms, to the extent they are different, of the offer letters with each of Jeff Davison and Susan Carstensen.  The form is filed herewith.

EX-99.1

Exhibit 99.1

136 Enterprise Boulevard

PO Box 9300

Bozeman, MT 59718-9300

406.522.4200 P

406.522.4227 F

For Further Information, Contact:

Investor Relations:	Corporate Communications:
Todd Friedman or Stacie Bosinoff	Kathleen O’Boyle
The Blueshirt Group	RightNow Technologies
415.217.7722	406.556.3428
todd@blueshirtgroup.com	kathleen.oboyle@rightnow.com
stacie@blueshirtgroup.com

RightNow Technologies Announces Executive Promotions to Drive Growth

Current Chief Financial Officer Susan Carstensen Appointed Chief Operating Officer;

Jeff Davison to Become Chief Financial Officer

Bozeman, MONT. (January 30, 2008) — RightNow^® Technologies (NASDAQ: RNOW),today announced that CFO Susan Carstensen has been promoted to COO and Jeff Davison, the company’s vice president of finance and operations, has been promoted to CFO.

Greg Gianforte, founder and CEO commented, “These changes give me the opportunity to devote more of my time and energy to customers and partners, focusing on solution innovation.  I’m very pleased that Susan is taking on this new role within the organization.  As CFO, she has been a major contributor to the company’s success over the past eight years.  Jeff Davison has also been a key member of the RightNow finance and sales organizations for eight years, and he has the background and experience needed for the CFO role.  In these new positions, Susan and Jeff will immediately provide value to our employees, customers, partners and investors.”

During Ms. Carstensen’s 20-year career, she has held a number of senior management positions at public companies.  She joined RightNow as CFO in 1999 when the company’s annual revenue was $2 million.  With Ms. Carstensen’s guidance, the company completed its initial public offering in 2004 and today reported 2007 revenue of $112 million.  In addition, as CFO, Ms. Carstensen has also led professional services, technology operations, human resources and installed base sales.  Prior to RightNow, Ms. Carstensen spent 5 years at Powerhouse Technologies in various management positions, including CFO, and was a key player in the organization’s financial turnaround, culminating in the 1999 sale of the company.  She also has prior experience with Martin Marietta Astronautics Group and Ernst & Young.

“Helping to build RightNow from the ground up has been a thoroughly rewarding experience,” said Ms. Carstensen.  “As COO, I look forward to focusing on the operational side of the business and working with Greg and the team to continue successfully executing on our strategy.”

Jeff Davison joined RightNow Technologies in November 1999 as controller.  In November 2000 he was promoted to vice president sales operations and served in that role until April 2006, when he was promoted to vice president finance and operations.  Previously Mr. Davison was the corporate controller for Powerhouse Technologies and vice president finance and controller for divisions of Powerhouse Technologies.  He also has prior experience with PacifiCorp and KPMG.

“I look forward to my new role as CFO and building on RightNow’s success.  Having spent eight years at the company, I’m confident that we will have a smooth transition,” said Mr. Davison.

About RightNow Technologies
RightNow (NASDAQ: RNOW) delivers the high-impact technology solutions and services organizations need to cost-efficiently deliver a consistently superior customer experience across their frontline service, sales and marketing touch-points. Approximately 1,800 corporations and government agencies worldwide depend on RightNow to achieve their strategic objectives and better meet the needs of those they serve. RightNow is headquartered in Bozeman, Montana. For more information, please visit www.rightnow.com.

RightNow is a registered trademark of RightNow Technologies, Inc. NASDAQ is a registered trademark of the NASDAQ Stock Market.

FRNOW

This press release may contain forward-looking statements.  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, risks associated with our business model, our ability to develop or acquire, and gain market acceptance for new products in a cost-effective and timely manner; our success in transitioning to a new Chief Operating Officer and a new Chief Financial Officer; the market success of our RightNow 8 product; the gain or loss of key customers; competitive pressures; our ability to expand operations; fluctuations in our earnings as a result of the impact of stock-based compensation expense; 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; our ability to manage and expand our partner relationships, and our ability to expand, retain and motivate our employees and manage our growth.  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.