Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 2.01 Completion of Acquisition or Disposition of Assets | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 2.1 | ||||||||
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
On March 2, 2007, Taleo Corporation. (“Taleo”)
entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”) by and among Taleo, JobFlash, Inc. (“JobFlash”) and, with respect to Article X,
Article XI and Article XII thereof only, U.S. Bank National Association as Escrow Agent, for the
acquisition by Taleo of certain assets of JobFlash relating to JobFlash’s talent management and
human resources solutions business (the “Transaction”).
On March 7, 2007, Taleo and JobFlash completed the Transaction. The total consideration paid by
Taleo in connection with the Transaction was approximately $3.0 million, of which $450,000 was
placed into escrow for one year following the closing to be held as partial security for certain
losses that may be incurred by Taleo in the event of certain breaches of the representations and
warranties covered in the Asset Purchase Agreement or certain other events. In addition, as of the
closing date, Taleo assumed certain liabilities relating to the purchased assets.
The foregoing description of the transactions consummated pursuant to the Asset Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase
Agreement, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired
(b) Pro forma financial information
If required, any financial statements or pro forma financial information will be filed by amendment
to this Current Report on Form 8-K within seventy-one (71) calendar days from the date that this
Current Report on Form 8-K must be filed.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Asset Purchase Agreement dated as of March 2, 2007, by and
among Taleo Corporation, JobFlash, Inc., and, with respect
to Article X, Article XI and Article XII thereof only,
U.S. Bank National Association as Escrow Agent. |
