JIVE SOFTWARE, INC. (NASDAQ:JIVE) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01

In accordance with the terms of the Merger Agreement, on May12,
2017, Purchaser commenced a tender offer to purchase all of the
issued and outstanding shares of common stock of the Company,
$0.0001 par value per share (the
Shares), at a purchase price of $5.25
per Share (the Offer Price), net to the
holder thereof in cash, without interest and less applicable
withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated May12, 2017 (together
with any amendments or supplements thereto, the Offer
to Purchase) and the related Letter of Transmittal
(together with any amendments or supplements thereto and,
together with the Offer to Purchase, the
Offer).

The Offer expired at midnight, Eastern Time, at the end of June9,
2017. Parent and Purchaser were advised by Computershare, the
depositary for the Offer (the
Depositary) that, as of the expiration
date, 60,077,284 Shares had been validly tendered and not
withdrawn, representing approximately 73.38% of the Shares
outstanding at such time. Additionally, the Depositary advised
Parent and Purchaser that an additional 2,613,275 Shares had been
delivered through a notice of guaranteed delivery, representing
approximately 3.19% of the outstanding Shares at such time. The
aggregate number of Shares validly tendered and not withdrawn to
the Offer satisfied the Minimum Condition (as defined in the
Merger Agreement).All conditions to the Offer having been
satisfied, all Shares that were validly tendered and not
withdrawn have been accepted for payment by Purchaser and the
Offer has been completed.

On June12, 2017, following the completion of the Offer and the
acceptance by Purchaser of the Shares validly tendered and not
withdrawn thereunder, Purchaser merged with and into the Company
(the Merger), whereby the separate
corporate existence of Purchaser ceased and the Company continued
as the surviving corporation of the Merger and a wholly owned
subsidiary of Parent (the Surviving
Corporation). The Merger was effected without the
affirmative vote of the Company stockholders to Section251(h)of
the Delaware General Corporation Law (the
DGCL). At the effective time of the
Merger (the Effective Time), each Share
not acquired in the Offer (other than (i)Shares owned by Parent,
Purchaser, the Company or any wholly owned subsidiary of Parent,
Purchaser or the Company (the Canceled
Shares) and (ii)Shares held by stockholders, if
any, who were entitled to and have properly demanded appraisal
rights under Delaware law (the Dissenting
Shares)) was cancelled and converted into the right
to receive an amount in cash equal to the Offer Price (the
Merger Consideration), without interest
and less 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 was outstanding as of immediately
prior to the Effective Time, whether vested or unvested, was
cancelled and converted into a right to receive an amount in
cash, without interest and less applicable tax withholdings,
equal to the (i)amount of the Merger Consideration (less the
exercise price per share attributable to such Company Option)
multiplied by (ii)the total number of Shares issuable upon
exercise in full of such Company Option (the Company
Option Consideration). If the per share exercise
price of any Company Option was equal to or greater than the
Merger Consideration, such Company Option was 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
Company 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 was
outstanding under the Company Stock Plans as of immediately prior
to the Effective Time was cancelled and converted into a right to
receive an amount in cash, without interest, equal to (i)the
amount of the Merger Consideration multiplied by (ii)the total
number of outstanding Company RSUs subject to such 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 foregoing description of the Merger Agreement and related
transactions does not purport to be complete and is qualified in
its entirety by reference to the full text of the Merger
Agreement, a copy of which is filed as Exhibit 2.1 to the
Companys Current Report on Form 8-K, filed with the U.S.
Securities and Exchange Commission (the
SEC) on May1, 2017, and is incorporated
herein by reference.

As a result of the transactions described in Item2.01 of this
Current Report on Form8-K, which description is incorporated
herein by reference, the Company notified the NASDAQ Global
Select Market (NASDAQ) on June12, 2017
of the consummation of the Merger and of its intent to remove the
Shares from listing on NASDAQ and requested that NASDAQ file a
delisting application with the SEC on Form25 (Notification of
Removal from Listing and/or Registration under Section12(b)of the
Securities Exchange Act of 1934, as amended (the
Exchange Act)) to delist and deregister
the Shares. Trading of the Shares on NASDAQ was halted prior to
market open on June12, 2017. The Company intends to file with the
SEC, on Form 15, a certification and notice of termination of the
registration of such Shares under Section 12(g) of the Exchange
Act and suspension of its obligations to file reports under
Sections 13 and 15(d) of the Exchange Act.

The information set forth in Item2.01 and Item 5.01 of this
Current Report on Form8-K is incorporated herein by reference.

The information set forth in Item2.01 and Item 3.01 of this
Current Report on Form8-K is incorporated herein by reference.

As a result of the completion of the Offer, a change of control
of the Company has occurred. Upon the consummation of the Merger,
the Company became a wholly owned subsidiary of Parent.

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, at the
Effective Time, the directors of Purchaser immediately prior to
the Effective Time became the initial directors of the Surviving
Corporation, each to hold office in accordance with the
certificate of incorporation and bylaws of the Surviving
Corporation until their respective successors are duly elected or
appointed and qualified, and each of Elisa Steele, Margaret
Breya, Steve Darcy, Phil Koen, Robert Frankfurt, Tom Reilly,
Chuck Robel, Gabrielle Toledano, Balaji Yelamanchili and Tony
Zingale ceased to serve as directors of the Company. At the
Effective Time, the officers of Purchaser immediately prior to
the Effective Time became the initial officers of the Surviving
Corporation, each to hold office in accordance with the
certificate of incorporation and bylaws of the Surviving
Corporation until their respective successors are duly appointed.
Information regarding the new directors and executive officers
has been previously disclosed in Schedule I of the Offer to
Purchase as filed with the Tender Offer Statement on Schedule TO,
filed by the Purchaser on May12, 2017. Scott F. Brighton will
serve as the President and Secretary of the Surviving
Corporation.

At the Effective Time, subject to the terms of the Merger
Agreement, (i)the Companys certificate of incorporation was
amended and restated in its entirety to read identically to the
certificate of incorporation of Purchaser as in effect
immediately prior to the Effective Time (the Amended
Charter) and (ii)the Companys bylaws were amended
and restated in their entirety to be identical to the bylaws of
Purchaser as in effect immediately prior to the Effective Time
(the Amended Bylaws); provided,
however, that at the Effective Time the certificate of
incorporation of the Surviving Corporation was amended so that
the name of the Surviving Corporation shall be Jive Software,
Inc.

The Amended Charter and the Amended Bylaws are attached hereto as
Exhibits 3.1 and 3.2 respectively, and are incorporated herein by
reference.

On June12, 2017, Aurea Software, Inc., an affiliate of Parent and
Purchaser, and Jive Software, Inc. issued a joint press release
announcing the expiration and results of the Offer. Such press
release is included as Exhibit 99.1 hereto and is incorporated by
reference herein.

(d) Exhibits

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).