Greenfield Online Inc - Current report filing (8-K)
02 Oktober 2008 - 4:52PM
Edgar (US Regulatory)
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): October 1, 2008
Greenfield Online, Inc.
(Exact name of Company as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50698
(Commission
File Number)
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06-1440369
(I.R.S. Employer
Identification No.)
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21 River Road
Wilton, CT 06897
(Address of Principal Executive Offices and Zip Code)
(203) 834-8585
(Companys telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On
October 1 and 2, 2008, Greenfield Online, Inc., (the Company) presented certain employees of the
Company and its subsidiaries with letters and Frequently Asked Questions regarding (i) the sale of
the Companys Comparison Shopping Solutions (CSS) business to Microsoft Corporation
(Microsoft), and (ii) the sale of the Companys Internet survey solutions business by Microsoft
to ZM Surveys LLC, an entity affiliated with ZM Capital, L.P. (ZM Capital), a private equity
investment partnership focused on entertainment and media investments. A copy of the Letter to CSS
Employees and the Frequently Asked Questions in connection with the sale of the CSS business and
the Letter to ISS Employees and the Frequently Asked Questions in connection with the sale of the
ISS business are filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively and are
incorporated herein by reference.
IMPORTANT ADDITIONAL INFORMATION:
THE TENDER OFFER DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K HAS COMMENCED. THIS ANNOUNCEMENT
AND THE DESCRIPTION CONTAINED HEREIN IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF COMMON STOCK OF THE COMPANY. MICROSOFT AND CRISP ACQUISITION CORPORATION (THE
OFFEROR), A WHOLLY OWNED SUBSIDIARY OF MICROSOFT HAVE FILED A TENDER OFFER STATEMENT ON SCHEDULE
TO CONTAINING AN OFFER TO PURCHASE, FORM OF LETTER OF TRANSMITTAL AND OTHER DOCUMENTS RELATING TO
THE TENDER OFFER, AND THE COMPANY HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 WITH RESPECT TO THE TENDER OFFER. MICROSOFT, THE OFFEROR AND THE COMPANY HAVE MAILED THESE
DOCUMENTS TO THE COMPANYS SHAREHOLDERS. THE TENDER OFFER STATEMENT AND THE OTHER DOCUMENTS
RELATING TO THE TENDER OFFER CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND OUR
SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY. THE TENDER OFFER STATEMENT AND THE OTHER DOCUMENTS
RELATING TO THE TENDER OFFER IS BEING MADE AVAILABLE TO OUR SHAREHOLDERS AT NO EXPENSE TO THEM. IN
ADDITION, SUCH DOCUMENTS (AND ALL OTHER DOCUMENTS FILED WITH THE SEC)
ARE AVAILABLE AT NO
CHARGE AT WWW.GREENFIELD.COM AND ON THE SECS WEBSITE AT WWW.SEC.GOV.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in this Current Report on Form 8-K about our expectation of future
events or results constitute forward-looking statements. You can identify forward-looking
statements by terminology such as, may, should, expects, plans, anticipates, believes,
estimates, predicts, potential, continue, or the negative of these terms or other
comparable terminology. These statements are not historical facts, but instead represent only our
beliefs regarding future events, many of which, by their nature, are inherently uncertain and
outside of our control. It is possible that our actual results and financial condition may differ,
possibly materially, from our anticipated results and financial condition indicated in these
forward-looking statements. In addition, certain factors could affect the outcome of the matters
described in this Current Report on Form 8-K. These factors include, but are not limited to, (1)
the occurrence of any event, change or other circumstances that could give rise to the termination
of the merger agreement, (2) the outcome of any legal proceedings that may be instituted against us
or others following the announcement of the merger agreement, (3) the inability to complete the
merger due to the failure to satisfy other conditions required to complete the merger, (4) risks
that the proposed transaction disrupts current plans and operations, and (5) the costs, fees and
expenses related to the merger. Additional information regarding risk factors and uncertainties
affecting the Company is detailed from time to time in the Companys filings with the SEC,
including, but not limited to, the Companys most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q, available for viewing on the Companys website at www.greenfield.com. You are
urged to consider these factors carefully in evaluating the forward-looking statements herein and
are cautioned not to place undue reliance on such forward-looking statements, which are qualified
in their entirety by this cautionary statement. The forward-looking statements made herein speak
only as of the date of this Current Report on 8-K and we undertake no obligation to publicly update
such forward-looking statements to reflect subsequent events or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Letter to CSS Employees of
Greenfield Online, Inc., dated October 1, 2008 (filed herewith).
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99.2
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Frequently Asked Questions to CSS
Employees of Greenfield Online, Inc., dated October 1, 2008 (filed herewith).
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99.3
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Letter to ISS Employees of Greenfield Online, Inc., dated October 2, 2008 (filed herewith).
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99.4
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Frequently Asked Questions to ISS Employees of Greenfield Online, Inc., dated October 2, 2008 (filed herewith).
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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: October 2, 2008
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GREENFIELD ONLINE, INC.
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By:
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/s/ Robert E. Bies
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Name:
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Robert E. Bies
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Title:
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Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Letter to CSS Employees of
Greenfield Online, Inc., dated October 1, 2008 (filed herewith).
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99.2
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Frequently Asked Questions to CSS
Employees of Greenfield Online, Inc., dated October 1, 2008 (filed herewith).
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99.3
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Letter to ISS Employees of
Greenfield Online, Inc., dated October 2, 2008 (filed herewith).
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99.4
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Frequently Asked Questions to ISS Employees of Greenfield Online, Inc., dated October 2, 2008 (filed herewith).
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