Determine, Inc. (NASDAQ:DTRM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Upon effectiveness of the Written Consent as described in Item 5.07 below, Determine, Inc. (the “Company”) adopted the previously disclosed Plan of Liquidation and Distribution (the “Plan of Liquidation”), which is effective as of May 22, 2019. The Plan of Liquidation provides that the Company will cease further business activities except to the extent and for the period described below. The Plan of Liquidation provides that, among other actions, the following steps will be taken by the Company, subject to the sufficiency of the assets:
The timing of certain distributions shall be subject to the timing of release of amounts subject to escrow under the Asset Purchase Agreement, dated as of February 10, 2010, by and among Corcentric, Inc., a Delaware corporation, Corcentric Acquisition, LLC, a Delaware limited liability company, and the Company. The Board may, to the full extent permitted by law, modify, amend or abandon the Plan of Liquidation without any further stockholder approval.
The foregoing descriptions of the Plan of Liquidation is limited and qualified in its entirety by reference to the full text of the Plan of Liquidation, a copy of which is attached as Exhibit B to the Definitive Information Statement on Schedule 14C as filed with the Securities and Exchange Commission (the “SEC”) and distributed to stockholders on May 2, 2019 (the “Information Statement”).
As previously disclosed in the Information Statement, the Board held a meeting on April 15, 2019 in which it determined that it is in the best interests of the Company and its shareholders to effect the dissolution, winding up, and liquidation of the Company, and approved the Plan of Liquidation. On April 17, 2019, stockholders holding approximately 53% of the voting power of the outstanding common stock of the Company, as of such date, delivered a written consent in lieu of a meeting of the stockholders of the Company (the “Written Consent”) to the Company approving the dissolution and liquidation of the Company to the Plan of Liquidation. to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the approval of the Plan of Liquidation did not become effective until at least twenty (20) calendar days after the mailing of the Information Statement to stockholders of the Company. Therefore, the Written Consent became effective on or about May 22, 2019.
(d) Exhibits
Forward Looking Statements
Some of the statements in this report may include forward-looking statements that reflect current views with respect to future events, and the Company may make related oral, forward-looking statements on or following the date hereof. Statements that include the words “should,” “would,” “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements in this material or similar oral statements for purposes of the U.S. federal securities laws or otherwise. Such statements are “forward looking” statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Because forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed or implied and include, but are not limited to, those discussed in filings with the SEC. The forward-looking statements in this material represent the Company’s views as of the date of this material. The Company anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it has no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this material.
About Determine, Inc. (NASDAQ:DTRM)
Determine, Inc., (Determine), formerly Selectica, Inc., is a provider of enterprise contract management, supply management and configuration solutions. The Company is engaged in providing software as a service (SaaS) Source to Pay and Enterprise Contract Lifecyclem Management (ECLM) solutions. Its Source to Pay software suite includes strategic sourcing, supplier management, contract management and procure-to-pay applications. The Determine Cloud Platform gives procurement, finance and legal professionals the ability to deliver insights through analysis of their supplier relationships and contractual requirements. The Determine platform is an open technology infrastructure based on smart process application models. In addition to its source to pay and enterprise contract lifecycle management solutions suite, it also provides a configuration engine solution. Determine’s Configuration engine consolidates the management and dissemination of complex product information.
