-----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, TKXPqZd9Hcm7ZeNfnmiP6cd7FK790jlI1+wJu1tgoeeH0kubab+45W2S/0RJuKMP 0dL3VFy54Lhks/HkxBxXrQ== 0001193125-03-092536.txt : 20031211 0001193125-03-092536.hdr.sgml : 20031211 20031211085124 ACCESSION NUMBER: 0001193125-03-092536 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031209 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TARANTELLA INC CENTRAL INDEX KEY: 0000851560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942549086 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21484 FILM NUMBER: 031048492 BUSINESS ADDRESS: STREET 1: 425 ENCINAL STREET STREET 2: PO BOX 1900 CITY: SANTA CRUZ STATE: CA ZIP: 95061 BUSINESS PHONE: 4084277172 MAIL ADDRESS: STREET 1: 425 ENCINAL STREET STREET 2: PO BOX 1900 CITY: SANTA CRUZ STATE: CA ZIP: 95061 FORMER COMPANY: FORMER CONFORMED NAME: SANTA CRUZ OPERATION INC DATE OF NAME CHANGE: 19940614 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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

 

 

December 9, 2003


Date of Report (Date of earliest event reported)

 

 

TARANTELLA, INC.


(Exact name of registrant as specified in its charter)

 

 

California   000-21484   94-2549086

 
 
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

 

425 Encinal Street

Santa Cruz, California 95060

(Address of principal executive offices)

 

 

(831) 427-7222


(Registrant’s telephone number, including area code)


Item 5.    Other Events and Regulation FD Disclosure

 

On December 11, 2003, Tarantella, Inc. issued a press release announcing that the Board of Directors of the Company has appointed Frank Wilde as the President, CEO and Director of the Company, replacing Doug Michels. The Company further announced that it had signed definitive agreements for a private placement of common stock and warrants with a group of investors. The full text of the press release is attached hereto as Exhibit 99.1.

 

Item 7.    Financial Statements and Exhibits.

 

99.1    Press release dated December 11, 2003.


SIGNATURE

 

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.

 

        TARANTELLA, INC.

Date:  December 11, 2003

      By:   /S/    ALOK MOHAN        
         
               

        Alok Mohan

        Acting Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

  

Description


99.1    Press release dated December 11, 2003.
EX-99.1 3 dex991.htm PRESS RELEASE DATED DECEMBER 11, 2003 Press Release dated December 11, 2003

Exhibit 99.1

 

FOR RELEASE

 

CONTACTS:    
Randy Bresee   Lynn Schroeder
(831) 427-7261   (831) 427-7399
randy@tarantella.com   lynnsc@tarantella.com

 

TARANTELLA BOARD APPOINTS NEW CEO

 

Additional Investment Also Received

 

Santa Cruz, CA (December 11, 2003)—Tarantella, Inc. (OTC: TTLA.PK), a leading supplier of secure application access software, today announced that its Board of Directors has appointed Frank Wilde as Chief Executive Officer, President and Director of the Company.

 

Mr. Wilde succeeds Doug Michels, who will become a strategic advisor to the Company, focusing initially on merger and acquisition opportunities. Mr. Michels will also continue as a Director of Tarantella. Mr. Wilde has a solid track record of successfully leading high technology growth companies and was previously CEO of Ravisent Technologies Inc., a Deloitte Fast 50 company.

 

Doug Michels stated, “I am pleased we were able to attract a CEO of the caliber of Frank Wilde to lead Tarantella forward. With additional funding and expanded emphasis on customer growth, I believe that 2004 will be a defining year for the Company.”

 

Frank Wilde, Tarantella’s new CEO, stated, “I am very excited about the opportunity to lead this excellent company and believe that Tarantella’s competitive product portfolio, world-class customer base, efficient worldwide distribution channels and exceptional team are all factors that will enable us to realize the value of the investments that have been made in Tarantella over the last several years.”


Tarantella Board Appoints New CEO   2

 

The board has also approved the request by several senior executives including Frank Wilde, Doug Michels and Alok Mohan to receive a substantial portion of their calendar year 2004 compensation in the form of restricted stock in lieu of cash.

 

Investment Details

 

Tarantella also announced that it has signed definitive agreements for a private placement of common stock and warrants to investors, including Special Situations Technology Funds, who are expanding on their previous investment, Frank Wilde’s private investment group, and an additional private investor, resulting in gross proceeds to the Company of approximately $2,750,000.

 

In the private placement, the investors purchased 2,750,000 shares of Tarantella common stock at a price of $1.00 per share. The investors also acquired warrants to purchase up to an additional 550,000 shares at an exercise price of $1.39 per share. The warrants are exercisable for five years. The Company also has agreed to register the shares of common stock issued to the investors as well as the shares issuable upon exercise of the warrants for resale once the Company has complied with its reporting obligations under the Securities Exchange Act of 1934, as amended.

 

In connection with the investment, the Company also amended its existing shareholder rights plan such that Special Situations shall be permitted to acquire up to 30% beneficial ownership of the outstanding stock of the Company without triggering the Company’s shareholder rights plan, provided that for purposes of determining Special Situations’ beneficial ownership, neither the warrants nor any future exercises of warrants will be considered.


Tarantella Board Appoints New CEO   3

 

For Tarantella Investors:

 

This press release contains forward-looking statements. These forward-looking statements may be identified by use of terms such as anticipates, believes, continue, could, estimates, expects, intends, may, plans, potential, predicts, should or will, or the negative of those terms or similar expressions. These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those described in such statements as a result of these risks and uncertainties. In particular, the forward looking statements include statements about the development of the Company’s business, an expanding emphasis on customer growth, realizing value from past investments, and the upcoming year being pivotal for the Company. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability to manage the investment proceeds, the ability to complete the registration of the shares and warrant shares, and other risks detailed from time to time in Tarantella’s SEC filings, including forms 10-Q and 10-K. Tarantella disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

About Tarantella, Inc.

 

Tarantella, Inc. is a leading provider of purpose-built application access and deployment software to nearly 12,000 customer sites worldwide. Tarantella enables organizations to access and manage information, data and applications across all platforms, networks and devices. Tarantella bridges the gap between vendors, ensuring that customers have complete access to business-critical information. Using Tarantella’s software, customers realize the benefits of secure corporate data, maximizing return on existing IT assets and improved productivity. The company markets its products through key industry partnerships and a worldwide network of consultants and resellers. Tarantella is headquartered in Santa Cruz, Calif. For more information, please visit the Tarantella web site at http://www.tarantella.com.


Tarantella Board Appoints New CEO   4

 

Tarantella, Tarantella Enterprise 3, Canaveral iQ, New Moon Systems and the Tarantella logo are trademarks or registered trademarks of Tarantella, Inc., in the USA and other countries. All other brand and product names are or may be trademarks of, and are used to identify products or services of their respective owners.

 

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