-----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, GhDjTiMPPuX/DqE2xL36D2X6AATVhojpiAf7pGD0teB85nQNWCtWF1a3CLh7qUGe EkBzfVfh0vv5jJ2Ml2KtrA== 0001104659-09-060656.txt : 20091027 0001104659-09-060656.hdr.sgml : 20091027 20091027214502 ACCESSION NUMBER: 0001104659-09-060656 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091023 FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Omniture, Inc. CENTRAL INDEX KEY: 0001357525 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870619936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 550 EAST TIMPANOGOS CIRCLE CITY: OREM STATE: UT ZIP: 84097 BUSINESS PHONE: 801-722-7000 MAIL ADDRESS: STREET 1: 550 EAST TIMPANOGOS CIRCLE CITY: OREM STATE: UT ZIP: 84097 FORMER COMPANY: FORMER CONFORMED NAME: Omniture, inc. DATE OF NAME CHANGE: 20060327 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADOBE SYSTEMS INC CENTRAL INDEX KEY: 0000796343 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52076 FILM NUMBER: 091140313 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 BUSINESS PHONE: 4085366000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 3 1 a3.xml 3 X0203 3 2009-10-23 0 0001357525 Omniture, Inc. OMTR 0000796343 ADOBE SYSTEMS INC 345 PARK AVENUE SAN JOSE CA 95110 0 0 1 0 Common Stock 80000000 D In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 15, 2009, by and among Adobe Systems Incorporated, a Delaware corporation ("Adobe"), Snowbird Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe (the "Purchaser") and Omniture, Inc., a Delaware corporation, (the "Company"), on September 24, 2009, the Purchaser commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.001 per share, of the Company (the "Shares") at a price of $21.50 per share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated September 24, 2009, as amended, included as an exhibit to the Tender Offer Statement on Schedule TO filed by Adobe and the Purchaser with the Securities and Exchange Commission on September 24, 2009. The Offer expired at 12:00 midnight, New York City, New York time, on October 22, 2009. An aggregate of 68,125,532 Shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 86.68% of the Shares outstanding as of October 22, 2009. Adobe also received commitments to tender approximately 3,031,464 additional Shares pursuant to the Offer's guaranteed delivery procedure. On October 23, 2009, the Purchaser accepted for payment all validly tendered and not withdrawn Shares (including certain shares tendered to the depositary pursuant to the Offer's guaranteed delivery procedure). In order to accomplish the merger of the Purchaser with and into the Company as a "short form" merger under Delaware law, on October 23, 2009, the Purchaser exercised its "top-up" option pursuant to the Merger Agreement, which permitted the Purchaser to purchase additional shares of Omniture common stock directly from Omniture for $21.50 per share, the same dollar amount per share paid in the Offer. Following the Purchaser's acceptance for payment of all validly tendered and not withdrawn Shares, pursuant to the terms of the Merger Agreement, on October 23, 2009 the Purchaser merged with and into the Company and each share of common stock, par value $0.0001 per share, of the Purchaser that was issued and outstanding immediately prior to the Merger was converted into one Share of the Company, as the surviving corporation. As a result of the Merger, Adobe beneficially owned 80,000,000 Shares, representing 100% of the Shares, which was the number of shares of common stock of the Purchaser issued and outstanding immediately prior to the Merger. /s/ Stuart Fagin, as attorney-in-fact 2009-10-27 -----END PRIVACY-ENHANCED MESSAGE-----