Form SC 14D9/A NETSUITE INC Filed by: NETSUITE INC

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

(Rule 14d-101)

 

 

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

Amendment No. 5

 

 

NetSuite Inc.

(Name of Subject Company)

 

 

NetSuite Inc.

(Name of Person(s) Filing Statement)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

64118Q107

(CUSIP Number of Class of Securities)

 

Douglas P. Solomon
Senior Vice President, General Counsel & Secretary
NetSuite Inc.
2955 Campus Drive, Suite 100
San Mateo, CA 94403
(650) 627-1000

(Name, address and telephone number of person authorized
to receive notice and communications on behalf of the persons filing statement)

 

 

With copies to:

Larry W. Sonsini
Martin W. Korman
Bradley L. Finkelstein
Douglas K. Schnell
Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

 

 

o                       Check the box below if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 18, 2016 (together with the exhibits thereto and as amended or supplemented from time to time, the “Schedule 14D-9”) by NetSuite Inc., a Delaware corporation (“NetSuite”). The Schedule 14D-9 relates to the cash tender offer (the “Offer”) by Napa Acquisition Corporation, a Delaware corporation (“Purchaser”), a subsidiary of OC Acquisition LLC, a Delaware limited liability company (“Parent”), a subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”), to purchase all of the issued and outstanding shares of NetSuite’s common stock, par value $0.01 per share (the “Shares”). The tender offer is disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as it may be amended or supplemented from time to time, the “Schedule TO”) filed by Oracle, Parent and Purchaser with the SEC on August 18, 2016, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 18, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), which were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively.

 

Capitalized terms used but not otherwise defined in this Amendment No. 5 have the meanings given to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment No. 5 by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

 

Item 6. Interest in Securities of the Subject Company

 

Item 6 of the Schedule 14D-9 is hereby amended and supplemented by adding the following to the end of the table set forth in Item 6:

 

Name		Date of Transaction		Number of Shares		Price per Shares ($)		Nature of Transaction
Edward Zander		8/25/2016		6,375		0.00		Charitable gift
Marc Huffman		9/6/2016		1,532		108.8954		Sale pursuant to 10b5-1 plan
Ronald Gill		9/6/2016		2,683		108.8958		Sale pursuant to 10b5-1 plan
James McGeever		9/6/2016		5,504		108.8956		Sale pursuant to 10b5-1 plan
Douglas Solomon		9/6/2016		1,463		108.8959		Sale pursuant to 10b5-1 plan
Michael Forman		9/7/2016		541		109.3047		Sale pursuant to 10b5-1 plan
Michael Forman		9/12/2016		357		109.39		Sale pursuant to 10b5-1 plan
Evan Goldberg		9/7/2016		3,061		109.3022		Sale pursuant to 10b5-1 plan
Evan Goldberg		9/15/2016		20,000		109.7724		Sale pursuant to 10b5-1 plan

 

Item 8. Additional Information

 

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following to the end of the second paragraph under the caption “Regulatory Approvals—Foreign Antitrust Laws.”

 

“On September 26, 2016, the FTC granted early termination of the waiting period applicable to the Offer under the HSR Act.”

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

	NETSUITE INC.
	By:	/s/ Zachary Nelson
		Name:	Zachary Nelson
		Title:	Chief Executive Officer
		Date:	September 27, 2016