Amendment No. 10 to Schedule 14D-9

0001193125-12-047745.txt : 20120209 0001193125-12-047745.hdr.sgml : 20120209 20120209062108 ACCESSION NUMBER: 0001193125-12-047745 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120209 DATE AS OF CHANGE: 20120209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SuccessFactors, Inc. CENTRAL INDEX KEY: 0001402305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943398453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83665 FILM NUMBER: 12584186 BUSINESS ADDRESS: STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 645-2000 MAIL ADDRESS: STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SuccessFactors, Inc. CENTRAL INDEX KEY: 0001402305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943398453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 645-2000 MAIL ADDRESS: STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94404 SC 14D9/A 1 d298108dsc14d9a.htm AMENDMENT NO. 10 TO SCHEDULE 14D-9 Amendment No. 10 to Schedule 14D-9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9/A

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)

SuccessFactors, Inc.


(Name of Subject Company)

SuccessFactors, Inc.
(Name of Person(s) Filing Statement)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

864596101

(CUSIP Number of Class of Securities)

Lars Dalgaard

Chief Executive Officer

1500 Fashion Island Blvd., Suite 300

San Mateo, CA 94404

(650) 645-2000

(Name, Address and Telephone Number of Person Authorized to Receive

Notice and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:


Gordon K. Davidson, Esq.		Hillary B. Smith, Esq.
Jeffrey R. Vetter, Esq.		Vice President, General Counsel and Secretary
Fenwick & West LLP		SuccessFactors, Inc.
801 California Street		1500 Fashion Island Blvd., Suite 300
Mountain View, California 94041		San Mateo, CA 94404
(650) 988-8500		(650) 645-2000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 10 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2011 and amended by Amendment No. 1 to Schedule 14D-9 filed with the SEC on December 22, 2011, Amendment No. 2 to Schedule 14D-9 filed with the SEC on December 27, 2011, Amendment No. 3 to Schedule 14D-9 filed with the SEC on January 11, 2012, Amendment No. 4 to Schedule 14D-9 filed with the SEC on January 13, 2012, Amendment No. 5 to Schedule 14D-9 filed with the SEC on January 17, 2012, Amendment No. 6 to Schedule 14D-9 filed with the SEC on January 19, 2012, Amendment No. 7 to Schedule 14D-9 filed with the SEC on January 23, 2012, Amendment No. 8 to Schedule 14D-9 filed with the SEC on January 26, 2012 and Amendment No. 9 to Schedule 14D-9 filed with the SEC on February 2, 2012 (as previously filed with the SEC, as amended the “Schedule 14D-9”) by SuccessFactors, Inc., a Delaware corporation (“SuccessFactors”), relating to the tender offer by Saturn Expansion Corporation, a Delaware corporation (“Purchaser”), which is a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“Parent”), which is a wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”), to purchase all issued and outstanding shares of common stock, par value $0.001 per share, of SuccessFactors (“Common Stock”) at a purchase price of $40.00 per share, payable net to the seller in cash, without interest and subject to any withholding of taxes required by applicable law (the “Offer Price”). The tender offer is disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as it may be amended or supplemented, the “Schedule TO”), filed by Purchaser and Parent with the SEC on December 16, 2011, and is upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 16, 2011 (as it may be amended or supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively, and are incorporated herein by reference. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment No. 10. This Amendment No. 10 is being filed to reflect certain updates as reflected below.

Item 8. Additional Information

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following two paragraphs immediately following the last paragraph under the caption entitled “Extension of the Offer Period”.

“The Offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on February 8, 2012, has been extended in accordance with the Merger Agreement until 5:00 p.m., New York City time on Wednesday, February 15, 2012 (unless further extended) because the parties have not yet received the CFIUS Approval, which is a condition to the Offer.

Parent and Purchaser have waived the condition that the CFIUS Approval be obtained at the expiration date of the Offer. Computershare Trust Company, N.A., SuccessFactors’ transfer agent, has indicated that, as of 5:00 p.m., New York City time, on February 8, 2012, 85,503,316 Shares were issued and outstanding. American Stock Transfer and Trust Company, the Depositary for the Offer, has indicated that, as of 5:00 p.m., New York City time, on February 8, 2012, 74,443,933 Shares (approximately 85.9% of the Shares issued and outstanding) have been tendered into and not withdrawn from the Offer (including 2,851,200 Shares tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase). The full text of the press release issued by SAP AG on February 9, 2012 announcing the Offer’s extension is filed as Exhibit (a)(5)(M) to the Schedule TO and is incorporated herein by reference.”

Item 9. Exhibits

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits.


Exhibit No.		Document

(a)(5)(M)		Press release issued by SAP AG on February 9, 2012 (incorporated by reference to Exhibit (a)(5)(M) of the Schedule TO).

SIGNATURE

After due 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.


SuccessFactors, Inc.

By:		/s/ Bruce C. Felt, Jr.
Name:		Bruce C. Felt, Jr.
Title:		Chief Financial Officer
Date:		February 9, 2012

EXHIBIT INDEX


Exhibit No.		Document

(a)(5)(M)		Press release issued by SAP AG on February 9, 2012 (incorporated by reference to Exhibit (a)(5)(M) of the Schedule TO).