8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 15, 2015
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FINJAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 000-33304 | 20-4075963 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 2000 University Avenue, Suite 600, East Palo Alto, CA | 94303 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 650-282-3228
(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:
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 1.01. Entry into a Material Definitive Agreement.
On November 15, 2015, Finjan, Inc., a wholly-owned subsidiary of Finjan Holdings, Inc. (collectively, “Finjan” or the “Company”) and Avast Software s.r.o., a company organized under the laws of the Czech Republic (“Avast”) entered into a Confidential Patent License, Settlement and Release Agreement (the “License Agreement”), under which Avast (i) licenses from Finjan a worldwide, fully-paid up, nonexclusive, perpetual, irrevocable license under the identified Finjan patents and related patent rights to use, make, have made, sell, offer to sell, import, export, and/or otherwise distribute Avast covered products through multiple tiers of distribution and (ii) has agreed to pay Finjan $2.975 million in cash within fourteen (14) days of the effective date. Such license does not grant Avast any right to transfer, sublicense or grant any rights under the License Agreement to a third party except as specifically provided under the License Agreement. Such license also has certain limitations relating to products of any company acquired by Avast or an acquiring company of Avast.
The foregoing description of the License Agreement is qualified in its entirety by reference to the full text of the License Agreement which the Company intends to file with the Securities and Exchange Commission as an exhibit to the applicable periodic report. Finjan also intends to seek confidential treatment of certain terms of the agreement in connection with the filing of such agreement in accordance with the procedures of the Securities and Exchange Commission.
A copy of the press release issued by the Company relating to the matters discussed above is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. | | Description |
99.1 |
| | Press Release, dated November 16, 2015, entitled “Finjan Signs Licensing Agreement with Avast Software.” |
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SIGNATURE
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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| FINJAN HOLDINGS, INC. |
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Date: November 16, 2015 | By: | /s/ Philip Hartstein |
| | Philip Hartstein |
| | President & Chief Executive Officer |