- Written communication relating to an issuer or third party (SC TO-C)
01 Septembre 2010 - 11:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE
SECURITIES EXCHANGE
ACT OF 1934
(Name of Subject
Company)
a wholly owned
subsidiary of
Common Stock
, $0.
00
01
par value per
share
(Title of
Class of Securities)
|
(CUSIP Number
of Class of Securities)
|
|
|
Wayne,
Pennsylvania 19087
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications
on Behalf of Filing
Perso
ns)
Philadelphia,
Pennsylvania 19103-2799
CALCULATION
OF FILING FEE
Transaction
Valuation
|
Amount
of Filing Fee
|
N/A*
|
N/A*
|
* Filing
fee is not required in connection with this filing as it relates solely to
preliminary communications made before the commencement of a tender
offer.
Amount
Previously Paid: N/A
|
Filing
Party: N/A
|
Form
of Registration No.: N/A
|
Date
Filed: N/A
|
|
o
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
|
|
þ
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
þ
Third-party offer
subject to Rule 14d-1.
o
Issuer tender offer
subject to Rule 13e-4.
o
Going-private
transactions subject to Rule 13e-3.
o
Amendment to
Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
o
This
filing relates solely to preliminary communications made before the commencement
of a planned tender offer by Spirit Merger Sub, Inc. (the “Purchaser”), a wholly
owned subsidiary of Kenexa Corporation (the “Parent”), for all of the issued and
outstanding shares of common stock, par value $0.0001 per share, of Salary.com,
Inc. (“Salary.com”), to be commenced pursuant to the Agreement and Plan of
Merger, dated as of August 31, 2010, among the Parent, the Purchaser and Salary.com.
The
planned tender offer described in this filing has not yet
commenced. The exhibits hereto are for informational purposes only and
are not an offer to purchase or a solicitation of an offer to sell
securities. At the time the planned tender offer is commenced, Kenexa
will file a tender offer statement on Schedule TO with the Securities and
Exchange Commission (the "SEC"), and Salary.com will file a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
planned tender offer. The tender offer statement (including an offer
to purchase, a related letter of transmittal and other tender offer documents)
and the solicitation/recommendation statement will contain important information
that should be read carefully before making any decision to tender securities in
the planned tender offer. Those materials will be made available to
Salary.com’s stockholders at no expense to them. In addition, all of those
materials (and all other tender offer documents filed with the SEC) will be made
available at no charge on the SEC's website: www.sec.gov.
Exhibit
Index
Exhibit
No.
|
|
Description
|
99.1
|
|
Transcript
of conference call on September 1, 2010
|
99.2
|
|
Letter
to Kenexa Corporation clients dated September 1, 2010
|
99.3
|
|
Text
of email distributed to Kenexa Corporation employees on September 1,
2010
|
99.4
|
|
Text
of Q&A posted to Kenexa Corporation internal website on September 1,
2010
|
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