- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 16 2010 - 5:26PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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PHASE
FORWARD INCORPORATED
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(Name
of Registrant as Specified In Its Charter)
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N/A
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Filed by Phase Forward Incorporated
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company:
Phase Forward Incorporated
Commission File
No.: 000-50839
On April 16,
2010, Phase Forward announced that it that it has agreed to be acquired by
Oracle. The proposed transaction is subject to Phase Forward stockholder
approval, regulatory approvals and other customary closing conditions. Until
the transaction closes, each company will continue to operate independently,
and it is business as usual.
The life sciences and
healthcare industries continue to focus on improving patients health and
medical outcomes while addressing the cost of healthcare. With Phase Forward, Oracle expects to help
health sciences customers better capture, access, manage and share clinical and
medical data. Customers are expected to
gain greater insight into patient outcomes during drug development and while
providing healthcare services. The complementary combination of Phase Forward
and Oracle products is expected to accelerate the delivery of innovative
therapies to patients and help control healthcare costs.
Phase Forward
management and employees are expected to join Oracle as a part of the Oracle
Health Sciences global business unit, ensuring the continuity of products and
services delivery for Phase Forward customers, and bringing significant domain
expertise to Oracle. Oracle is expected
to offer health sciences customers greater choice in software delivery options
as a result of adding Phase Forwards SaaS-based offerings. Phase Forward and Oracle will be able to
better support the convergence of life sciences and healthcare and to help our
customers deliver value-based healthcare.
The transaction is
expected to close in the first half of 2010.
Until the transaction closes, Oracle and Phase Forward will continue to
operate independently. To learn more
about the proposed combination of Oracle and Phase Forward, please visit
phaseforward.com/oracle.
We appreciate your
continued support.
Sincerely,
Bob Weiler
Chairman, President, and CEO
Phase Forward
This
document is for informational purposes only and may not be incorporated into a
contract or agreement.
IMPORTANT ADDITIONAL
INFORMATION WILL BE FILED WITH THE SEC
Phase Forward Incorporated (Phase Forward) plans
to file with the Securities and Exchange Commission (the SEC) and mail to its
stockholders a proxy statement in connection with the proposed merger with Pine
Acquisition Corporation, pursuant to which Phase Forward would be acquired by Oracle
Corporation (Oracle) (the Merger).
Investors and security holders of Phase Forward are urged to read the
proxy statement and the other relevant material when they become available
because they will contain important information about Phase Forward, Oracle and
the proposed transaction. The proxy statement and other relevant materials
(when they become available), and any and all documents filed by Phase Forward
with the SEC, may be obtained free of charge at the SECs web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by Phase Forward by directing a written
request to Phase Forward Incorporated, 77 Fourth Avenue, Waltham, Massachusetts
02451, Attention: Investor Relations.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THE OTHER RELEVANT
2
MATERIALS
WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTIONS.
Phase Forward and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the security holders of Phase Forward in connection with the proposed Merger.
Information about those executive officers and directors of Phase Forward and
their ownership of Phase Forward common stock is set forth in the proxy
statement for Phase Forwards 2010 Annual Meeting of Stockholders, which was
filed with the SEC on March 19, 2010, and is supplemented by other public
filings made, and to be made, with the SEC by Phase Forward. Investors and
security holders may obtain additional information regarding the direct and
indirect interests of Phase Forward, Oracle and their respective executive
officers and directors in the Merger by reading the proxy statement and other
public filings referred to above.
SAFE HARBOR FOR
FORWARD-LOOKING STATEMENTS
Certain items in this document may constitute
forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements involved certain risks and uncertainties that could cause actual
results to differ materially from those indicated in such forward-looking
statements, including, but not limited to, the ability to complete the Merger
in light of the various closing conditions, including those conditions related
to regulatory approvals, the ability of the parties to consummate the proposed
Merger; the impact of the announcement or the closing of the Merger on Phase
Forwards relationships with its employees, existing customers or potential
future customers; the ability of Oracle to successfully integrate Phase Forwards
operations and employees; the ability to realize anticipated synergies and
costs savings of the proposed Merger; and such other risks detailed in the
Phase Forwards Annual Report on Form 10-K filed with the SEC on February 26,
2010 and other reports filed with the SEC.
In addition, the statements
in this document reflect the expectations and beliefs of Phase Forward and/or
Oracle as of the date of this document.
Phase Forward and Oracle anticipate that subsequent events and
developments will cause their expectations and beliefs to change. However, while Phase Forward and Oracle may
elect to update these forward-looking statements publicly in the future, they
specifically disclaim any obligation to do so.
The forward-looking statements of Phase Forward and/or Oracle do not
reflect the potential impact of any future dispositions or strategic
transactions, including the Merger, that may be undertaken. These forward-looking statements should not
be relied upon as representing Phase Forwards or Oracles views as of any date
after the date of this document.
3
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