JIVE SOFTWARE, INC. (NASDAQ:JIVE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Agreement and Plan of Merger and Related Transactions

On April30, 2017, Jive Software, Inc., a Delaware corporation
(the Company), Wave Systems Corp., a Delaware corporation
(Parent), and Jazz MergerSub, Inc., a Delaware corporation and
wholly owned subsidiary of Parent (Acquisition Sub), entered into
an Agreement and Plan of Merger (the Merger Agreement). to the
Merger Agreement, and upon the terms and subject to the
conditions thereof, Acquisition Sub has agreed to commence a cash
tender offer to acquire all of the shares of the Companys common
stock (the Offer) for a purchase price of $5.25 per share, net to
the holder thereof in cash (the Offer Price), without interest.

The consummation of the Offer will be conditioned on (i)a
majority of all shares of the Companys outstanding common stock
having been validly tendered into (and not withdrawn from) the
Offer prior to the scheduled expiration date of the Offer,
(ii)expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in
the United States and (iii)other customary conditions. The Offer
is not subject to a financing condition.

Following the consummation of the Offer, subject to customary
conditions, Acquisition Sub will be merged with and into the
Company (the Merger) and the Company will become a wholly owned
subsidiary of Parent, to the procedure provided for under
Section251(h) of the Delaware General Corporation Law without any
additional stockholder approvals. In the Merger, each outstanding
share of the Companys common stock (other than shares owned by
Parent, Acquisition Sub or the Company, or any of their
respective wholly owned subsidiaries, or shares with respect to
which appraisal rights are properly exercised under Delaware law)
will be converted into the right to receive an amount in cash
equal to the Offer Price, without interest, less any applicable
withholding taxes.

Each option to purchase the Companys common stock under the
Companys 2007 Stock Incentive Plan, as amended, or the Companys
2011 Equity Incentive Plan (such plans, the Company Stock Plans
and such option, a Company Option) that is outstanding, whether
or not vested, immediately prior to the Effective Time (as
defined in the Merger Agreement), will be cancelled and converted
into the right to receive, in exchange for the cancellation of
such Company Option, an amount in cash, without interest and less
applicable tax withholdings, equal to the (i)the Offer Price,
less the per share exercise price of such Company Option,
multiplied by (ii)the total number of shares of the Companys
common stock issuable upon exercise in full of such Company
Option (the Company Option Consideration). If the per share
exercise price of any Company Option is equal to or greater than
the Offer Price, such Company Option will be cancelled without
cash payment.

The Company Option Consideration with respect to Vested Company
Options (as defined in the Merger Agreement) will be paid to the
holders of such Vested Company Options no later than the second
payroll date following the Effective Time. Except as described
herein and in the Merger Agreement, the Company Option
Consideration with respect to Unvested Company Options (as
defined in the Merger Agreement) will be subject to the same
restrictions and vesting arrangements (including the continued
employment or services of the holder) that were applicable to
such Unvested Company Options immediately prior to the Effective
Time and will become payable by Parent or the surviving
corporation no later than the second payroll date following the
date such Unvested Company Options would have become vested under
the vesting schedule in place for the Unvested Company Options
immediately prior to the Effective Time (subject to the
restrictions and other terms of the vesting schedule). If any
Continuing Employee (as defined in the Merger Agreement) is
terminated by Parent, the surviving corporation, or any affiliate
of Parent, prior to the one (1)year anniversary of the Effective
Time for any reason other than for Cause (as defined in the
Merger Agreement), such holder of Unvested Company Options will
be entitled to receive, payable on the second payroll date
following such termination, the greater of the Company Option
Consideration attributable to such Unvested Company Option (i)had
such Unvested Company Option vested until the one (1)year
anniversary of the Effective Time and (ii)had the vesting
accelerated to existing acceleration provisions with respect to
the Unvested Company Option as set forth in the Unvested Company
Options award agreement.

As of the Effective Time, each Company Restricted Stock Unit
(Company RSU) award that is outstanding under the Company Stock
Plans as of immediately prior to the Effective Time will be
cancelled and converted automatically into the right to receive,
in exchange for the cancellation of such Company RSU, an amount
in cash, without interest and less applicable tax withholdings,
equal to (i)the Offer Price multiplied by (ii)the total number of
shares of the Companys common stock subject to such Company RSU
award (the Company RSU Consideration).

The Company RSU Consideration with respect to Vested Company RSUs
(as defined in the Merger Agreement) will be paid to holders of
such Vested Company RSUs no later than the second Company payroll
date following the Effective Time. Except as described herein and
in the Merger Agreement, the Company RSU Consideration with
respect to Unvested Company RSUs (as defined in the Merger
Agreement) will be subject to the same restrictions and vesting
arrangements (including the continued employment or services of
the holder) that were applicable to such Unvested Company RSUs
immediately prior to the Effective Time and will become payable
by Parent or the surviving corporation no later than the second
payroll date following the date such Unvested Company RSUs would
have become vested under the vesting schedule in place for such
Unvested Company RSUs immediately prior to the Effective Time
(subject to the restrictions and other terms of the vesting
schedule). If any Continuing Employee is terminated by Parent,
the surviving corporation, or any affiliate of Parent, prior to
the one (1)year anniversary of the Effective Time for any reason
other than for Cause, such holder of Unvested Company RSUs will
be entitled to receive, payable on the second payroll date
following such termination, the greater of the Company RSU
Consideration attributable to such Unvested Company RSU (i)had
such Unvested Company RSU vested until the one (1)year
anniversary of the Effective Time and (ii)had the vesting
accelerated to existing acceleration provisions with respect to
the Unvested Company RSU as set forth in the Unvested Company
RSUs award agreement.

The Merger Agreement contains customary representations,
warranties and covenants of the parties. In addition, under the
terms of the Merger Agreement, the Company has agreed not to
solicit or otherwise facilitate any alternative Acquisition
Proposals (as defined in the Merger Agreement), subject to
customary exceptions that permit the Company to respond to any
unsolicited Acquisition Proposal, provided that the Companys
board of directors has determined in good faith (after
consultation with the Companys outside legal counsel) that the
failure to do so would reasonably be expected to be inconsistent
with its fiduciary duties. The Company is also permitted to
change its recommendation in favor of the Merger or to terminate
the Merger Agreement in order to accept an unsolicited Superior
Proposal (as defined in the Merger Agreement) (subject to
compliance with the procedures set forth in the Merger
Agreement), provided that the Companys board of directors has
determined in good faith (after consultation with the Companys
outside legal counsel) that the failure to do so would reasonably
be expected to be inconsistent with its fiduciary duties. Parent
has the right to match any alternative Acquisition Proposal so
that such proposal fails to be a Superior Proposal, which would
allow the Company to terminate the Merger Agreement. If the
Company is permitted to terminate the Merger Agreement and does
so, under such circumstances, the Company must pay Parent,
concurrently with such termination, a $10.0million termination
fee. In addition, this termination fee is payable by the Company
to Parent under other specified circumstances and in certain
circumstances Parent is entitled to reimbursement of expenses
incurred in connection with the transaction contemplated in the
Merger Agreement.

Concurrently with the execution of the Merger Agreement, ESW
Capital, LLC, a Delaware limited liability company and the parent
company of Parent (Guarantor), entered into a limited guaranty in
favor of the Company guaranteeing certain payment obligations of
Parent and Acquisition Sub under the Merger Agreement, including
the obligation to fund the consideration due to Company
stockholders in the Offer and the Merger.

Concurrently with the execution of the Merger Agreement, each of
the members of the Board and the named executive officers of the
Company, in their respective capacities as stockholders of the
Company, entered into a Tender and Support Agreement with Parent
and Acquisition Sub (the Support Agreement), to which the
signatories have agreed, among other things, to tender their
respective shares of the Companys common stock (including those
owned through the exercise or settlement of Company Options or
Company RSUs) (the Subject Securities) into the Offer and, during
the period from the date of such Support Agreement through the
earlier of (i)the date upon which the Merger Agreement is validly
terminated, (ii)the Effective Time, (iii)the date of entry into
an amendment or modification to the Merger Agreement or any
waiver of the Companys rights under the Merger Agreement that
reduces the amount, changes the form of, or otherwise reduces the
consideration to be received in the Offer or the Merger, and
(iv)the mutual written consent of Parent, Acquisition Sub and
stockholders holding a majority of the Subject Securities (the
Support Period), to not vote any of their Subject Securities in
favor of any alternative Acquisition Proposals.

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Shares held by the signatories to the Support Agreements that are
eligible to be tendered into the Offer represent, in the
aggregate, approximately 2% of the Companys common stock
outstanding on the date of the Merger Agreement (excluding common
stock issuable upon exercise of Company Options or vesting of
Company RSUs). Each of the Support Agreements will terminate upon
the termination or expiration of the Support Period.

The foregoing descriptions of the Merger Agreement and Support
Agreement do not purport to be complete and are qualified in
their entirety by reference to the Merger Agreement, which is
attached as Exhibit 2.1 to this Current Report on Form8-K, and
the Support Agreement, the form of which is attached as Exhibit
99.2, and in each case is incorporated herein by reference. The
Merger Agreement has been attached to provide investors with
information regarding its terms. It is not intended to provide
any other factual information about the Company, Parent or
Acquisition Sub. The Merger Agreement contains representations
and warranties by each of Parent, Acquisition Sub and the
Company. These representations and warranties were made solely
for the benefit of the parties to the Merger Agreement and:

Accordingly, the representations and warranties in the Merger
Agreement may not constitute the actual state of facts about the
Company, Parent or Acquisition Sub.

On April30, 2017, the Board approved the amendment and
restatement of the Amended and Restated Bylaws of the Company
(the Bylaw Amendment), which became effective immediately. The
Bylaw Amendment added a new provision to the Companys Bylaws that
designates the state and federal courts located within the state
of Delaware as the sole and exclusive forum for certain legal
actions, unless the Company consents in writing to the selection
of an alternative forum. The foregoing description of the Bylaw
Amendment is only a summary, does not purport to be complete, and
is qualified in its entirety by reference to the Bylaw Amendment,
a copy of which is attached as Exhibit 3.1 and is incorporated
herein by reference.

On May1, 2017, the Company issued a press release announcing the
execution of the Merger Agreement. A copy of the press release is
attached hereto as Exhibit99.1 to this report.

Important Additional Information and Where to Find It

In connection with the proposed acquisition of Jive by Parent,
Acquisition Sub will commence a tender offer for all of the
outstanding shares of Jive. Such tender offer has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an
offer to sell shares of Jive, nor is it a substitute for the
tender offer materials that Parent, Acquisition Sub and Guarantor
will file with the SEC upon commencement of the tender offer. At
the time that the tender offer is commenced, Parent, Acquisition
Sub and Guarantor will file tender offer materials on Schedule TO
with the SEC, and Jive will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the
offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ
CAREFULLY AND CONSIDERED BY JIVES STOCKHOLDERS

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BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
Both the tender offer statement and the
solicitation/recommendation statement will be made available to
Jives stockholders free of charge. A free copy of the tender
offer statement and the solicitation/recommendation statement
will also be made available to all stockholders of Jive by
contacting Jive at [email protected] or
[email protected], by phone at (415) 580-4738 or
(650) 847-8308, or by visiting Jives website
(www.jivesoftware.com). In addition, the tender offer statement
and the solicitation/recommendation statement (and all other
documents filed with the SEC) will be available at no charge on
the SECs website (www.sec.gov) upon filing with the SEC.
JIVES STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT
AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE
THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE TRANSACTION.

Forward Looking Statements

This document contains certain statements that constitute
forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding the
satisfaction of conditions to the completion of the proposed
transaction and the expected completion of the proposed
transaction, as well as other statements that are not historical
fact. These forward-looking statements are based on currently
available information, as well as Jives views and assumptions
regarding future events as of the time such statements are being
made. Such forward looking statements are subject to inherent
risks and uncertainties. Accordingly, actual results may differ
materially and adversely from those expressed or implied in such
forward-looking statements. Such risks and uncertainties include,
but are not limited to, the potential failure to satisfy
conditions to the completion of the proposed transaction due to
the failure to receive a sufficient number of tendered shares in
the tender offer, as well as those described in cautionary
statements contained elsewhere herein and in Jives periodic
reports filed with the SEC including the statements set forth
under Risk Factors set forth in Jives most recent annual report
on Form 10-K, the Tender Offer Statement on Schedule TO
(including the offer to purchase, the letter of transmittal and
other documents relating to the tender offer) to be filed by
Parent and Acquisition Sub, and the Solicitation/Recommendation
Statement on Schedule 14D-9 to be filed by Jive. As a result of
these and other risks, the proposed transaction may not be
completed on the timeframe expected or at all. These
forward-looking statements reflect Jives expectations as of the
date of this report. While Jive may elect to update any such
forward-looking statements at some point in the future, Jive
specifically disclaims any obligation to do so, even if our
expectations change, except as required by law.

(d) Exhibits

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About JIVE SOFTWARE, INC. (NASDAQ:JIVE)

Jive Software, Inc. is a provider of social business platform solutions. The Company’s segment is software sales and services. The Company’s products are primarily offered on a subscription basis, deployable in a private or public cloud and can be used for internal or external communities. The Company’s traditional enterprise software product offerings, based on the Jive platform (the Jive Platform), are provided to customers as cloud-based or on premise solutions. The Company’s Jive Platform product offerings are delivered in approximately two configurations, Jive Internal (Jive-n) for employee networks and Jive External (Jive-x) as a platform for public communities. These products can be expanded by adding optional modules, as well as connectors into existing enterprise systems and applications. The Jive Platform products can also be extended to integrate cloud and customer-built applications through published application programming interfaces (APIs).

JIVE SOFTWARE, INC. (NASDAQ:JIVE) Recent Trading Information

JIVE SOFTWARE, INC. (NASDAQ:JIVE) closed its last trading session 00.00 at 5.05 with 334,843 shares trading hands.