UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
MATTERSIGHT CORPORATION
(Name of Subject Company)
MATTERSIGHT CORPORATION
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
7% Series B Convertible Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
Common Stock: 577097108
(CUSIP Number of Class of Securities)
Kelly D. Conway
Chief Executive Officer
Mattersight Corporation
200 W. Madison Street, Suite 3100
Chicago, Illinois 60606
(877) 235-6925
(Name, address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
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Matthew P. Dubofsky Steven J. Tonsfeldt Cooley LLP 380 Interlocken Crescent Suite 900 Broomfield, CO 80021-8023 (720) 566-4000
|
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 8 to Schedule 14D-9 (this “Amendment No. 8”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Mattersight Corporation, a Delaware corporation (“Mattersight”), with the Securities and Exchange Commission on May 10, 2018, as amended May 21, 2018, May 25, 2018, June 8, 2018, June 12, 2018, June 22, 2018, July 9, 2018 and August 6, 2018 (the “Schedule 14D-9”), relating to the tender offer by NICE Systems, Inc. (“Parent”), NICE Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and NICE Ltd. (“NICE”), to purchase all of the issued and outstanding shares of Mattersight Common Stock at a purchase price of $2.70 per share and all of the issued and outstanding shares of Mattersight 7% Series B Convertible Preferred Stock at a purchase price of $7.80 per share, plus accrued but unpaid dividends payable thereon as of immediately prior to the Effective Time, 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 May 10, 2018, and the related Letter of Transmittal, each of which may be amended, supplemented or otherwise modified from time to time in accordance with the Merger Agreement.
Capitalized terms used but not defined in this Amendment No. 8 have the meanings ascribed to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment No. 8 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. Except as specifically noted herein, the information set forth in the Schedule 14D-9 remains unchanged. All page references are to pages in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended by and supplemented by adding the following paragraph immediately after the second paragraph under the heading “Regulatory Approvals—CFIUS” on page 34 of the Schedule 14D-9:
“On August 13, 2018, the parties received written confirmation from CFIUS that it has completed its review of the transactions contemplated by the Merger Agreement under the DPA and determined that there are no unresolved national security concerns with respect to the transactions contemplated by the Merger Agreement. As a result, the CFIUS Clearance condition has been satisfied.”
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 8 to Schedule 14D-9 is true, complete and correct.
| MATTERSIGHT CORPORATION | ||
| By: |
/s/ David B. Mullen | |
| Name: David B. Mullen | ||
| Title: Chief Financial Officer | ||
Dated: August 14, 2018