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

Netezza Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33445		04-3527320
(State or Other Juris-		(Commission		(IRS Employer
diction of Incorporation)		File Number)		Identification No.)

26 Forest Street
Marlborough, MA		01752
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) 382-8200

(Former Name or Former Address, if Changed Since Last Report)

     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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 18, 2009, Netezza Corporation (“Netezza”) acquired all the outstanding capital stock of Tizor Systems, Inc., a provider of advanced enterprise data auditing and protection solutions for the data center (“Tizor”), pursuant to an Agreement and Plan of Merger dated as of February 18, 2009 (the “Merger Agreement”) by and among Netezza, Netezza Holding Corp., a wholly owned subsidiary of Netezza, Tizor and Longworth Venture Partners II-A, L.P., as Indemnification Representative, by which Netezza Holding Corp. merged with and into Tizor, with Tizor continuing as the surviving corporation and a wholly owned subsidiary of Netezza (the “Merger”).

Pursuant to the Merger Agreement, Netezza paid approximately $3.1 million in cash for all of the outstanding capital stock of Tizor and in satisfaction of certain other merger-related obligations of Tizor. Of the consideration, a total of approximately $435,000 was placed into escrow to secure indemnification obligations under the Merger Agreement and for employee retention payments.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not a complete statement of the parties’ rights or obligations thereunder and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached to this Report as Exhibit 2.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date of when this report on Form 8-K must be filed.

(b)

Pro Forma Financial Information

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date of when this report on Form 8-K must be filed.

(d)

Exhibits

See Exhibit Index attached hereto.

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.

EXHIBIT INDEX

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of February 18, 2009, by and among Netezza Corporation, Netezza Holding Corp., Tizor Systems, Inc. and Longworth Venture Partners II-A, L.P. as Indemnification Representative.