Visual Sciences, Inc. - Current report filing (8-K)
December 06 2007 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
December 5, 2007
VISUAL SCIENCES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-31613
(Commission
File Number)
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33-0727173
(IRS Employer
Identification No.)
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10182 Telesis Court, 6
th
Floor, San Diego, California
(Address of Principal Executive Offices)
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92121
(Zip Code)
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Registrants telephone number, including area code:
(858) 546-0040
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
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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 (
see
General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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))
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TABLE OF CONTENTS
This Current Report on Form 8-K is filed by Visual Sciences, Inc., a
Delaware corporation formerly known as WebSideStory, Inc. (Visual Sciences), in connection with the matters described
herein.
Item 8.01 Other Events.
On December 5, 2007, Visual Sciences, Inc. and Omniture, Inc., a Delaware
corporation (Omniture), issued a joint press release announcing that, in connection with
Omnitures previously announced proposed acquisition of Visual Sciences, early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has been
granted by the U.S. Federal Trade Commission. A copy of the press release is furnished as Exhibit
99.1 to this report.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release issued jointly by Visual Sciences and Omniture, dated December 5, 2007.
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Additional Information About the Merger and Where You Can Find It
Omniture has filed with the SEC a preliminary Registration Statement on Form S-4, which
includes a preliminary joint proxy statement/prospectus of Omniture and Visual Sciences and other
relevant materials in connection with the proposed transaction. The definitive joint proxy
statement/prospectus will be mailed to the stockholders of Omniture and Visual Sciences. Investors
and security holders of Omniture and Visual Sciences are urged to read the definitive joint proxy
statement/prospectus and the other relevant materials when they become available because they will
contain important information about Omniture, Visual Sciences and the proposed transaction. The
definitive joint proxy statement/prospectus and other relevant materials (when they become
available), and any other documents filed by Omniture or Visual Sciences with the SEC, may be
obtained free of charge at the SECs web site at www.sec.gov. Investors and security holders may
obtain free copies of the documents filed with the SEC by Visual Sciences at
vscn@marketstreetpartners.com or via telephone at (858) 546-0040. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC by Omniture by
contacting Omnitures Investor Relations at ir@omniture.com or via telephone at (801) 722-7037.
Investors and security holders are urged to read the definitive joint proxy statement/prospectus
and the other relevant materials when they become available before making any voting or investment
decision with respect to the proposed transaction.
Visual Sciences and its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Visual Sciences and Omniture
in favor of the proposed transaction. Information about the directors and executive officers of
Visual Sciences and their respective interests in the proposed transaction will be available in the
definitive joint proxy statement/prospectus.
Omniture and its respective directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Omniture and Visual Sciences in favor of
the proposed transaction. Information about the directors and executive officers of Omniture and
their respective interests in the proposed transaction will be available in the definitive joint
proxy statement/prospectus.
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.
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VISUAL SCIENCES, INC.
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Date: December 5, 2007
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By:
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/s/ Andrew S. Greenhalgh
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Andrew S. Greenhalgh
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Senior Vice President, General Counsel and Secretary
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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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Press Release issued jointly by Visual Sciences and Omniture, dated December 5, 2007.
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