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
Date of report (Date of earliest event reported): July 30, 2013
E2open, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35598 | 94-3366487 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4100 East Third Avenue, Suite 400
Foster City, California 94404
(Address of principal executive offices, including zip code)
(650) 645-6500
(Registrant’s telephone number, including area code)
Not applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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.
On July 30, 2013, E2open, Inc., a Delaware corporation (“E2open”), icon-scm AG, a German stock corporation (“icon”), Icon Gesellschaft Für Supply Chain Management mbH, a German limited liability company (“Seller”), and Drs. Michael Keppler and Kurt Mannchen (the “Founders”) entered into a definitive share purchase agreement (the “Agreement”) whereby E2open acquired from Seller, on the same date, all of the outstanding shares of icon. icon is an integrated supply chain planning and collaboration solutions provider headquartered in Karlsruhe, Germany.
Under the terms of the Agreement, Seller shall receive 451,593 shares of common stock, par value $0.001 per share, of E2open, $17.7 million in cash consideration and the assumption of approximately $7.1 million in outstanding indebtedness.
The Agreement includes customary representations, warranties, and indemnification provisions on the part of E2open, icon, Seller and the Founders, that the parties made to, and solely for the benefit of, the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties.
The boards of directors of E2open and icon have approved the Agreement, and Seller has approved the purchase.
The foregoing is a summary of the material provisions of the Agreement. This summary is not intended to be complete and is qualified in its entirety by reference to the Agreement, which E2open will file with the Securities and Exchange Commission. Stockholders of E2open are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of E2open, icon or any of their respective subsidiaries.
Item 2.01 – Completion of Acquisition or Disposition of Assets.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
Item 3.02 – Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is hereby incorporated into this Item 3.02. In accordance with the Agreement, a portion of the consideration to be delivered to Seller consists of shares of E2open common stock. These shares of E2open common stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S.
Item 8.01 – Other Events.
On July 30, 2013, Registrant issued a press release announcing the entry into the Agreement. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired |
The financial statements of icon required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial Information |
The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
| (c) | N/A |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press release dated July 30, 2013. | |
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.
Date: July 30, 2013
| E2OPEN, INC. | ||
| By: | /s/ Mark E. Woodward | |
| Name: | Mark E. Woodward | |
| Title: | President, Chief Executive Officer and Director |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release dated July 30, 2013. | |
Exhibit 99.1
E2open Acquires icon-scm
Extends Leadership Position in Collaborative Planning and Execution
for Unparalleled Global Supply Chain Management
Foster City, Calif. – July 30, 2013 – E2open (NASDAQ: EOPN), the leading provider of cloud-based solutions for collaborative planning and execution across global trading networks, today announced that it has acquired icon-scm, a market leader in supply chain planning and collaboration, in a transaction valued at approximately $34 million in total consideration. By combining icon-scm’s integrated planning and analytics capabilities with the E2open Business Network, E2open expands its market opportunity and solution portfolio, accelerates its product roadmap, and extends its position as the leader in the collaborative planning and execution space.
The acquisition represents an important component of E2open’s mission to redefine traditional supply chain management with strategic, cloud-based solutions designed to facilitate collaboration across today’s global trading networks. The E2open Business Network features fully-integrated business process management solutions—including multi-tier planning, response management, and analytics—uniquely positioning the company as the industry leader in cross-network collaborative planning and execution.
“I am pleased to announce the addition of icon-scm to E2open and our Business Network of more than 36,000 trading partners around the globe,” said Mark Woodward, President and CEO, E2open. “By bringing together icon-scm’s planning and response technologies and E2open’s portfolio of cloud-based connectivity, business process, and analytics solutions, we will create the industry’s first integrated platform for supply chain control towers. Additionally, icon-scm’s impressive customer roster and employee base significantly broadens our international presence and addressable market.”
icon-scm combines world-class supply chain expertise with leading-edge technologies to create solutions that drive measurable improvements in supply chain management and execution. Global market leaders including Hewlett-Packard, Western Digital, Foxconn, and Sanmina rely on icon-scm to achieve significant gains in customer satisfaction, revenue, and profit margin while reducing inventory and liability.
“The pairing of icon-scm and E2open seemed natural from the beginning—in large part because both companies are fundamentally designed to do the same thing: transform global supply chain operations,” said Jan Aggerbeck, CEO, icon-scm. “Together, we will be able to offer the marketplace the first truly integrated, real-time solution for supply chain planning, collaboration, and execution. It’s a great win for our customers, and an exciting time for our industry.”
Conference Call Details:
| • | What: E2open management to discuss the acquisition with the investment community |
| • | When: Wednesday, July 31, 2013 at 5:30AM PT (8:30AM ET) |
| • | Dial in: To access the call in the U.S., please dial (877) 407-3982, and for international callers dial (201) 493-6780. Callers may provide confirmation number 418688 to access the call more quickly, and are encouraged to dial into the call 10 to 15 minutes prior to the start to prevent any delay in joining. |
| • | Webcast: http://investor.e2open.com/ (live and replay) |
| • | Replay: A replay of the call will be available via telephone for seven days, beginning two hours after the call. To listen to the telephone replay in the U.S., please dial (877) 870-5176, and for international callers dial (858) 384-5517 and enter access code 418688. |
For more information on E2open, visit www.e2open.com or find us on Twitter or Facebook.
About E2open
E2open (NASDAQ: EOPN) is a leading provider of cloud-based, on-demand software solutions enabling enterprises to procure, manufacture, sell, and distribute products more efficiently through collaborative planning and execution across global trading networks. Enterprises use E2open solutions to gain visibility into and control over their trading networks through the real-time information, integrated business processes, and advanced analytics that E2open provides. E2open customers include Celestica, Cisco, Dell, HGST, HP, IBM, L’Oréal, LSI, Motorola Solutions, Seagate, and Vodafone. E2open is headquartered in Foster City, California with operations worldwide. For more information, visit www.e2open.com.
About icon-scm
icon-scm’s patented software enables customer-centric supply chains to accelerate top-line growth and profitability by ensuring strategy is driving organizations. Founded in 1992, icon-scm is a privately owned company with headquarters in Karlsruhe, Germany and offices in San Jose, California and Greater China. For more information, visit www.icon-scm.com.
“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements, including, without limitation, statements regarding E2open’s acquisition of icon-scm, the combination of icon-scm’s capabilities and technologies with E2open’s Business Network and solutions, and the results of such combination. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s results could differ materially from the results expressed or implied by the forward-looking statements we make.
The risks and uncertainties referred to above include, but are not limited to, risks associated with the Company’s ability to successfully integrate newly-acquired companies or businesses; the Company’s growth strategy; the Company’s plans for future products; the Company’s operating results; the Company’s ability to anticipate future market demands and future needs of its customers; the Company’s customer concentration; the Company’s ability to effectively manage its growth; the Company’s expectations regarding expenses, sales and operations; anticipated trends and challenges in the markets in which the Company operates; the Company’s competition; and the Company’s ability to successfully enter new markets and manage its international expansion.
Further information on these and other factors that could affect the Company’s financial results is included in the filings made with the Securities and Exchange Commission, including the Company’s annual and quarterly reports on Form 10-K and Form 10-Q, respectively. These documents are available on the SEC Filings section of the Investor Relations section of the Company’s website at: investor.e2open.com.
E2open, Inc. assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
PR Contact
Gutenberg Communications
John Kreuzer, 408-827-4360
jkreuzer@gutenbergpr.com
or
IR Contact
ICR, Inc.
Greg Kleiner, 650-645-6675
investor.relations@e2open.com