rmni-20221025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


			October 25, 2022 (October 21, 2022)
Date of Report (date of earliest event reported)

Rimini Street, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37397	36-4880301
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3993 Howard Hughes Parkway, Suite 500

Las Vegas, NV 89169

(Address of principal executive offices) (Zip Code)

(702) 839-9671

(Registrant’s telephone number, including area code)

N/A

(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:


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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, par value $0.0001 per share

RMNI

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐


ITEM 8.01			OTHER EVENTS

On October 21, 2022, Rimini Street, Inc. (the “Company”) and Oracle filed a joint Stipulation of Dismissal of Certain Claims and Remedies with Prejudice (the “Stipulation”) with the United States District Court for the District of Nevada (the “District Court”) in Case Number 2:14-cv-01699-MMD-DJA (“Rimini II”) filed by the Company against Oracle in 2014. As part of the Stipulation, among other items, Oracle agreed to dismiss its claims against the Company and its Chief Executive Officer, Seth Ravin, in the Rimini II litigation “for monetary relief of any kind under any legal theory[,] including but not limited to claims for damages, restitution, unjust enrichment, and disgorgement [ . . . ].”

On October 24, 2022, the District Court issued an Order granting the Stipulation and dismissing the claims of Oracle described therein with prejudice. A copy of the Order is attached hereto as Exhibit 99.1 and is incorporated herein by reference. All information in this Item 8.01 is presented as of the date of this Current Report on Form 8-K and not any future date, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.

Please see the Company’s Current Report on Form 8-K dated October 17, 2022 and its latest Quarterly Report on Form 10-Q for additional information and disclosures regarding litigation with Oracle.


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.						Exhibit Title

99.1*						Order G ranting Stipulation of Dismissal of Certain Claims and Remedies with Prejudice, as Entered by the United States District Court for the District of Nevada on October 24, 2022 (Dkt. No. 1421) Case No.: 2:14-cv-01699-MMD-DJA
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________

*Filed herewith.

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.

RIMINI STREET, INC.

Dated: October 25, 2022

By:

/s/ Michael L. Perica

Name: Michael L. Perica

Title: EVP and Chief Financial Officer

Exhibit 99.1

Case 2:14-cv-01699-MMD-DJA Document 1421 Filed 10/21/22 Page 1 of 6


BOIES, SCHILLER & FLEXNER LLP RICHARD J. POCKER (NV Bar No. 3568) 300 South Fourth Street, Suite 800 Las Vegas, NV 89101 Telephone: 702.382.7300 Facsimile: 702.382.2755 [email protected] PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP WILLIAM A. ISAACSON (pro hac vice) KAREN DUNN (pro hac vice) 2001 K Street, NW Washington, DC 20006 Telephone: 202.223.7300 Facsimile: 202.223.7420 [email protected] [email protected] MORGAN, LEWIS & BOCKIUS LLP BENJAMIN P. SMITH (pro hac vice) SHARON R. SMITH (pro hac vice) One Market, Spear Street Tower San Francisco, CA 94105 Telephone: 415.442.1000 Facsimile: 415.442.1001 [email protected] [email protected] DORIAN DALEY (pro hac vice) JAMES C. MAROULIS (pro hac vice) ORACLE CORPORATION 500 Oracle Parkway, M/S 5op7 Redwood City, CA 94070 Telephone: 650.506.4846 Facsimile: 650.506.7114 [email protected] [email protected] Attorneys for Plaintiffs and Counterdefendants Oracle International Corporation and Oracle America, Inc.			GIBSON, DUNN & CRUTCHER LLP Jeffrey T. Thomas (pro hac vice) Blaine H. Evanson (pro hac vice) Joseph A. Gorman (pro hac vice) Casey J. McCracken (pro hac vice) 3161 Michelson Drive Irvine, CA 92612-4412 Telephone: 949.451.3800 [email protected] [email protected] [email protected] [email protected] GIBSON, DUNN & CRUTCHER LLP Samuel G. Liversidge (pro hac vice) Eric D. Vandevelde (pro hac vice) Ilissa S. Samplin (pro hac vice) 333 South Grand Avenue Los Angeles, CA 90071-3197 Telephone: 213.229.7000 [email protected] [email protected] [email protected] WEIL, GOTSHAL & MANGES LLP MARK A. PERRY (pro hac vice) 2001 M Street, N.W., Suite 600 Washington, DC 20036 Telephone: 202.682.7511 [email protected] RIMINI STREET, INC. John P. Reilly (pro hac vice) 3993 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169 Telephone: 336.908.6961 [email protected] HOWARD & HOWARD ATTORNEYS W. West Allen (Nevada Bar No. 5566) 3800 Howard Hughes Parkway, Suite 1000 Las Vegas, NV 89169 Telephone: 702.667.4843 [email protected] Attorneys for Defendants and Counterclaimants Rimini Street, Inc., and Seth Ravin


STIPULATION OF DISMISSAL OF CERTAIN CLAIMS WITH PREJUDICE

Case 2:14-cv-01699-MMD-DJA Document 1421 Filed 10/24/22 Page 2 of 6


UNITED STATES DISTRICT COURT DISTRICT OF NEVADA
ORACLE INTERNATIONAL CORP., a California corporation, and ORACLE AMERICA, INC., a Delaware corporation, Plaintiffs/ Counterdefendants, v. RIMINI STREET, INC., a Nevada corporation, and SETH RAVIN, an individual, Defendants/ Counterclaimants.						Case No. 2:14-cv-01699-MMD-DJA STIPULATION OF DISMISSAL OF CERTAIN CLAIMS AND REMEDIES WITH PREJUDICE
Plaintiffs Oracle International Corp. and Oracle America, Inc. (together, “Oracle”) and Defendants Rimini Street, Inc. and Seth Ravin (together, “Defendants”; together with Oracle, “the Parties”) submit this Stipulation of Dismissal of Certain Claims with Prejudice pursuant to Federal Rule of Civil Procedure 41(a). The Parties, by and through their counsel of record, hereby agree and stipulate as follows: 1. Oracle’s Fourth Claim for Relief for Inducing Breach of Contract (brought by Oracle America, Inc. against all Defendants) is dismissed with prejudice. 2. Oracle’s Sixth Claim for Relief for Breach of Contract (brought by Oracle America, Inc. against Defendant Rimini Street, Inc.) is dismissed with prejudice. 3. Oracle’s Ninth Claim for Relief for an Accounting (brought by Oracle America, Inc. and Oracle International Corp. against all Defendants) is dismissed with prejudice. 4. Oracle’s claims in this case for monetary relief of any kind under any legal theory (including but not limited to claims for damages, restitution, unjust enrichment, and disgorgement, and including all monetary relief asserted in the Third Supplemental Expert Report of Elizabeth A. Dean) for all remaining causes of action pending in this case are dismissed with prejudice; provided, however, that the Parties each reserve the right to seek attorneys’ fees and/or


STIPULATION OF DISMISSAL OF CERTAIN CLAIMS WITH PREJUDICE

Case 2:14-cv-01699-MMD-DJA Document 1421 Filed 10/24/22 Page 3 of 6


costs to the extent permitted by law, and each Party reserves the right to oppose any such motion for attorneys’ fees and/or costs. 5. Given that no jury triable issues remain, the Parties shall proceed with a bench trial on all non-monetary equitable claims on all causes of action except those dismissed in Paragraphs 1-3 above. 6. Oracle contends that its dismissal of the above-described claims is not an admission or concession by Oracle that Oracle’s dismissed claims lacked merit. Rimini disagrees and reserves the right to argue otherwise. 7. Nothing in this stipulation shall be construed as an admission or concession by Defendants that Oracle’s remaining claims have any merit, that equitable relief is available, or that Oracle is entitled to any equitable relief. 8. Nothing in this stipulation shall be construed as an admission or concession by Plaintiffs that Rimini’s remaining claims have any merit, that equitable relief is available, or that Rimini is entitled to any equitable relief.
DATED: October 21, 2022						DATED: October 21, 2022

MORGAN, LEWIS & BOCKIUS LLP						GIBSON, DUNN & CRUTCHER LLP

By: /s/ Benjamin P. Smith						By: /s/Eric D. Vandevelde
Benjamin P. Smith						Eric D. Vandevelde

Attorneys for Plaintiffs and Counterdefendants Oracle America, Inc. and Oracle International Corporation						Attorneys for Defendants and Counterclaimants Rimini Street, Inc. and Seth Ravin


STIPULATION OF DISMISSAL OF CERTAIN CLAIMS WITH PREJUDICE

Case 2:14-cv-01699-MMD-DJA Document 1421 Filed 10/24/22 Page 4 of 6



IT IS SO ORDERED. DATED:October 24, 2022 /s/ Miranda M. Du MIRANDA M. DU UNITED STATES DISTRICT JUDGE


STIPULATION OF DISMISSAL OF CERTAIN CLAIMS WITH PREJUDICE

Case 2:14-cv-01699-MMD-DJA Document 1421 Filed 10/24/22 Page 5 of 6


ATTESTATION OF FILER The signatories to this document are Eric D. Vandevelde and me, and I have obtained Mr. Vandevelde’s concurrence to file this document on his behalf.
DATED: October 21, 2022
			MORGAN, LEWIS & BOCKIUS LLP


			By: /s/Benjamin P. Smith
			Benjamin P. Smith

			Attorneys for Plaintiffs and Counterdefendants Oracle International Corporation and Oracle America, Inc.


STIPULATION OF DISMISSAL OF CERTAIN CLAIMS WITH PREJUDICE

Case 2:14-cv-01699-MMD-DJA Document 1421 Filed 10/24/22 Page 6 of 6


CERTIFICATE OF SERVICE I hereby certify that on the 21stday of October, 2022, I electronically transmitted the foregoing STIPULATION OF DISMISSAL OF CERTAIN CLAIMS WITH PREJUDICE to the Clerk’s Office using the CM/ECF System for filing and transmittal of a Notice of Electronic Filing to all counsel in this matter; all counsel being registered to receive Electronic Filing.


DATED: October 21, 2022			MORGAN, LEWIS & BOCKIUS LLP


			By: /s/Benjamin P. Smith
			Benjamin P. Smith

			Attorneys for Plaintiffs and Counterdefendants Oracle International Corporation and Oracle America, Inc.


STIPULATION OF DISMISSAL OF CERTAIN CLAIMS WITH PREJUDICE