Bridgeline Software, Inc. - Amended Current report filing (8-K/A)
19 Octobre 2007 - 10:11PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported):
August 31,
2007
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BRIDGELINE
SOFTWARE, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-33567
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52-2263942
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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10
Sixth Road
Woburn,
MA 01801
(Address
of principal executive offices, including zip code)
(781)
376-5555
(Registrant’s
telephone number, including area code)
(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
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Introductory
Note
On
August 31, 2007, Bridgeline
Software, Inc., a Delaware corporation (“Bridgeline Software”), completed the
acquisition of Purple Monkey Studios, Inc., an Illinois corporation (“Purple
Monkey”). On September 5, 2007, Bridgeline Software filed a
Current Report on Form 8-K to report such acquisition. The purpose of
this Amendment No. 1 to the Current Report is to amend Item 9.01.
The
compilation of the Purple Monkey
financial statements as of and for the year ended August 31, 2007 has been
completed and, based on the results of the significant subsidiary test
performed
by Bridgeline Software in accordance with Rule 1-02(w) of Regulation S-X,
Bridgeline Software has determined that no financial information is required
to
be filed under Rule 3-05 of Regulation S-X with respect to the acquisition
of
Purple Monkey.
Bridgeline
Software hereby amends and
restates Item 9.01 of the Current Report to read in its entirety as
follows:
Item
9.01
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Financial
Statements and Exhibits.
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Explanatory
Note Regarding Exhibits
Investors
should not rely on or assume
the accuracy of representations and warranties in negotiated agreements
that
have been publicly filed because such representations and warranties may
be
subject to exceptions and qualifications contained in separate disclosure
schedules, because such representations may represent the parties’ risk
allocation in the particular transaction, because such representations
may be
qualified by materiality standards that differ from what may be viewed
as
material for securities law purposes or because such representations may
no
longer continue to be true as of any given date.
(a) Financial
Statements of Businesses Acquired.
No
financial statements relating to the
acquisition of Purple Monkey are required pursuant to Rule 3-05 of Regulation
S-X.
(b)
Pro Forma Financial Information.
No
pro forma financial information
relating to the acquisition of Purple Monkey is required pursuant to Article
11
of Regulation S-X.
(d)
Exhibits.
Exhibit
No.
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Exhibit
Description
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2.1*
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Agreement
and Plan of Merger, dated as of August 31, 2007, by and among
Bridgeline
Software, Inc., Purple Monkey Studios, Inc., Russell Klitchman
and Steven
Saraceno.
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2.2*
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Employment
Agreement with Russell Klitchman.
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2.3*
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Employment
Agreement with Steven Saraceno.
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99.1*
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Press
release issued by Bridgeline Software, Inc., dated September
4,
2007.
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*
Previously filed as an exhibit to Bridgeline Software’s current report on Form
8-K filed with the Securities and Exchange Commission on September 5, 2007,
and
incorporated herein by reference.
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.
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BRIDGELINE
SOFTWARE,
INC.
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(Registrant)
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Date: October
19, 2007
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By:
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/s/ Thomas
L. Massie
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Thomas
L. Massie
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President
and Chief Executive
Officer
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By:
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/s/ Gary
Cebula
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Gary
Cebula
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Executive
Vice President and
Chief Financial Officer
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