Rimini Street, Inc 8-K, filed Apr 2, 2021
Rimini Street, Inc. (RMNI)
8-K
2021-04-02
For: 2021-04-02
View Original
Added on
April 10, 2026
About this 8-K
Rimini Street, Inc filed this 8-K on April 2, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
| Date of Report (date of earliest event reported) | ||||||||
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices) (Zip Code)
(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: | ||||||||||||
| OTC Pink Current Information Marketplace | ||||||||||||||
| OTC Pink Current Information Marketplace | ||||||||||||||
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 7.01 | REGULATION FD DISCLOSURE | ||||
Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is a document titled “FAQ Regarding March 31, 2021 Court Order,” which will be used beginning on or after April 2, 2021, in whole or in part, from time to time by executives of Rimini Street, Inc. (the “Company”) in various discussions and other communications. The attached Selected Q&A are not, and do not purport to be a complete summary of the contents of the March 31, 2021 Court Order, but reflect selected points of the Order for the Company as of the date hereof.
All information in Exhibit 99.1 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.
The information presented in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act or the Exchange Act.
| ITEM 8.01 | OTHER EVENTS | ||||
On April 1, 2021, the Company issued a press release titled “Court Rules in Rimini Street’s Favor on Key Matters, Denies Oracle Motions and Cites ‘Common Sense’ and ‘Absurd Result’ in Denying Oracle Claims.” A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated into this Item 8.01 by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits.
Exhibit No. | Exhibit Title | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
1
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: April 2, 2021 | By: | /s/ Seth A. Ravin | ||||||||||||
| Name: Seth A. Ravin | ||||||||||||||
| Title: Chief Executive Officer | ||||||||||||||
2
Exhibit 99.1
FAQ
Regarding
March 31, 2021 Court Order
(Revised 04-02-21)
What action did the Court take?
On March 31, 2021, the United States District Court for Nevada issued an order resolving many outstanding disputes between the parties related to a permanent injunction that has been in place since 2018. The injunction does not prohibit Rimini Street’s provision of support services for any Oracle product lines, but rather defines the manner in which Rimini Street can provide support services for certain Oracle product lines.
What are the key takeaways?
The Court ruled in Rimini Street’s favor on several key matters, denied multiple Oracle motions and cited “common sense” and “absurd result” in denying additional Oracle claims. For example:
•The Court affirmed that there has been no finding of infringement of the Company’s enterprise software support Process 2.0 or Automation Framework (AFW) tools.
•The Court ruled in the Company’s favor on the ability of Rimini Street’s engineers to learn and gain experience from their work, noting that “[i]t is common sense that Rimini’s engineers would get better and faster at conducting a task with more experience.”
•The Court denied Oracle’s motion arguing that Rimini violates the injunction by distributing updates to its clients, stating that it would be an “absurd result.”
•The Court denied Oracle’s motions for sanctions, noting that it did not find anything in the record supporting a finding that Rimini acted in bad faith.
The Court also made the following rulings as to injunction compliance and contempt:
•The Court found that Rimini Street has violated the injunction in four (4) certain narrow instances and circumstances (see below for more details).
•The Court declined to find any additional injunction violations but invited more evidence for consideration from both parties at an evidentiary hearing scheduled for September 2021.
FAQ Regarding March 31, 2021 Court Order (Rev. 04-02-21)
•The Court rejected Oracle’s theories of contempt on several claims, and as Rimini Street requested when it filed the Rimini Street v. Oracle litigation in 2014, those issues will be heard and decided by a jury in Rimini Street v. Oracle.
What are the next actions related to the Court Order?
The parties will submit briefs as ordered by the Court, before an evidentiary hearing in September 2021.
Does this Court Order impact Rimini Street’s ability to provide third-party support for any Oracle software?
No. Earlier court rulings have stated that third-party support and customization of enterprise software is permitted, Oracle licensees have a choice of support vendors and, as stated by the United States Court of Appeals, Rimini Street provides third-party support for Oracle’s enterprise software in lawful competition with Oracle’s direct maintenance services.
Additionally, the injunction does not prohibit Rimini Street’s provision of support services for any Oracle product lines, but rather defines the way Rimini Street can provide support services for certain Oracle product lines.
The Court found Rimini Street had violated the injunction in certain instances and circumstances. Does that mean that Rimini was held in “contempt” for violation of the injunction?
No. What that means is that for those certain narrow instances and circumstances where the Court found a violation of the injunction, the Court issued an order “to show cause why Rimini should not be held in contempt.” During the evidentiary hearing in September 2021, the parties will present evidence and argue whether Rimini should be held in contempt for such a violation, and what sanctions, if any are appropriate.
To establish contempt, Oracle must prove as to each specific accused act that: (1) Rimini violated the injunction; (2) beyond substantial compliance; and (3) such violation was not based on a good faith and reasonable interpretation of the injunction. Oracle must prove all these elements at a minimum by “clear and convincing evidence.”
What specifically did the Court find that violated the injunction?
The Court found four (4) violations of the injunction:
2
FAQ Regarding March 31, 2021 Court Order (Rev. 04-02-21)
Violations (1) and (2) concern two deliverables relating to two specific clients in 2014 and 2015. However, the cited activities for these two specific deliverables occurred before the injunction was in place and therefore cannot be a violation of the injunction, so there appears to be an error in that ruling.
Violation (3) concerns an Oracle file and some Oracle documentation that clients sent to Rimini Street seeking support assistance - contrary to Rimini Street’s policies and express instructions.
Lastly, violation (4) is where the Court found that a certain update was delivered to one client “without any indication it was developed or tested in that client’s environments, is a clear violation of the permanent injunction.” However, there also appears to be an error in that ruling.
What other claims did Oracle assert in its contempt filings but fail to prove?
The Court rejected Oracle’s theories of contempt on the following issues:
•Hosting PeopleSoft on the Cloud: Oracle alleged that Rimini Street’s support of PeopleSoft clients that host their applications on the cloud violates the injunction. The Court disagreed and noted that cloud-hosting of PeopleSoft applications has never been adjudicated.
•Rimini Street Creation of Derivative Works: Oracle alleged that Rimini Street’s creation of derivative works violates the injunction. The Court disagreed and noted that only derivative works created outside the scope or in violation of a client’s software license would be prohibited, which Oracle failed to prove.
•Rimini Street’s Development Instructions and AFW Tools: Oracle alleged that Rimini Street’s support tools violated the injunction and the Court disagreed.
•Rimini Street Copying Oracle Database: Oracle asserted that Rimini Street had copied Oracle Database in violation of the injunction. In rejecting Oracle’s position, the Court noted that if copies of Database are necessarily made when Rimini is providing support services and those copies are permitted under the client’s license, the Oracle Database copies are not prohibited by the injunction.
3
FAQ Regarding March 31, 2021 Court Order (Rev. 04-02-21)
What happens if the Court holds Rimini Street in contempt for one or more of those instances and circumstances?
If the Court finds Rimini in contempt, “the Court will determine at that time how to fashion equitable and appropriate sanctions and reopen discovery if it sees fit to do so.” Rimini Street does not believe Oracle will be able to meet the burden to establish contempt, but if Oracle is successful, Rimini Street does not currently anticipate that any contempt finding will have a material adverse impact on the Company.
Will the Court’s Order cause Rimini Street to incur additional litigation costs?
Not expected. Anticipated costs of litigation will not materially differ from what Rimini Street has already planned and budgeted.
Will any of the rulings in the Court’s Order cause Rimini Street to have to change any of its current processes?
No.
How do rulings in the Court’s recent order impact Rimini Street v. Oracle —Rimini Street’s case against Oracle that is pending trial?
The Court stressed that “the injunction does not enjoin conduct that has yet to be adjudicated unlawful.” It also made clear throughout its order that a number of the claims raised by Oracle in their motions are being litigated in Rimini Street v. Oracle were not “before the Court or held to be unlawful in [Oracle v. Rimini Street].” Therefore, in the order, the Court did not rule on the “lawfulness of these support processes,” which “are open questions for the jury to decide in that case [Rimini Street v. Oracle],” as Rimini Street has requested since filing its lawsuit against Oracle in 2014.
4
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact:
Michelle McGlocklin
Rimini Street, Inc.
+1 925 523-8414
mmcglocklin@riministreet.com
Court Rules in Rimini Street’s Favor on Key Matters, Denies Oracle Motions and Cites “Common Sense” and “Absurd Result” in Denying Oracle Claims
Court affirms that there has been no finding of infringement of the Company’s enterprise software support Process 2.0 or Automation Framework (AFW) tools
LAS VEGAS, April 1, 2021 – Rimini Street, Inc. (Nasdaq: RMNI), a global provider of enterprise software products and services, the leading third-party support provider for Oracle and SAP software products and a Salesforce partner, today issued the following statement in response to a recent court order in the decade-long litigation between Rimini Street and Oracle, where the courts have found that third-party support and customization of enterprise software is permitted, Oracle licensees have a choice of support vendors and, as stated by the United States Court of Appeals, Rimini Street provides third-party support for Oracle’s enterprise software in lawful competition with Oracle’s direct maintenance services:
“On March 31, 2021, the United States District Court for Nevada issued an order resolving many outstanding disputes between the parties related to a permanent injunction that has been in place since 2018. The injunction does not prohibit Rimini Street’s provision of support services for any Oracle product lines, but rather defines the manner in which Rimini Street can provide support services for certain Oracle product lines.
Most importantly, the Court affirmed that there has been no finding of infringement by the Court of the Company’s enterprise software support Process 2.0 or Automation Framework (AFW) tools, finding that, as Rimini Street requested when it filed the Rimini Street v. Oracle litigation in 2014, those issues will be heard and decided by a jury.
Additionally, the Court ruled in the Company’s favor on the ability of Rimini Street’s engineers to learn and gain experience from their work. Oracle has claimed that Rimini Street engineers infringe Oracle’s copyrights and violate court orders by merely applying their learning and using know-how gained supporting one client to support other clients running the same licensed software. Building on the Court’s previous denial of these Oracle claims, the Court further noted in its most recent order that ‘[i]t is common sense that Rimini’s engineers would get better and faster at conducting a task with more experience.’ The Court also clarified and affirmed other
Court Rules in Rimini Street’s Favor on Key Matters, Denies Oracle Motions and Cites “Common Sense” and “Absurd Result” in Denying Oracle Claims | Page 2 | ||||
important provisions of its previous and most recent orders in Rimini Street’s favor while denying Oracle claims, stating that accepting some of Oracle’s claims would result in an ‘absurd result.’
The Court also denied Oracle’s motions for sanctions, noting that it did not find any inappropriate conduct by Rimini Street and therefore found no basis for any sanctions.
The Court did find that Rimini Street has violated the injunction in certain narrow instances and circumstances, including with respect to two deliverables relating to two specific clients in 2014 and 2015. However, the cited activities for these two specific deliverables occurred before the injunction was in place and therefore cannot be a violation of the injunction. The Court has scheduled an evidentiary hearing in September 2021.
‘For more than 15 years, Rimini Street has brought disruptive, innovative support options to enterprise software licensees, delivered savings of more than $5 billion to date and achieved an average client satisfaction rating of 4.9 out of 5.0, where 5.0 is excellent. Despite more than a decade of continuous litigation with Oracle, Rimini Street has grown year after year with a five year compound annual growth rate (CAGR) of 23% and served thousands of Oracle clients around the world – including Fortune 500, Fortune Global 100 and government agencies in many countries,’ said Seth A Ravin, CEO, co-founder and chairman of the board. ‘We plan to continue methodically prosecuting our litigation with Oracle, including our claim of illegal anticompetitive conduct against Oracle, and look forward to ultimately prevailing.’”
About Rimini Street, Inc.
Rimini Street, Inc. (Nasdaq: RMNI) is a global provider of enterprise software products and services, the leading third-party support provider for Oracle and SAP software products and a Salesforce partner. The Company offers premium, ultra-responsive and integrated application management and support services that enable enterprise software licensees to save significant costs, free up resources for innovation and achieve better business outcomes. To date, more than 4,000 Fortune 500, Fortune Global 100, midmarket, public sector and other organizations from a broad range of industries have relied on Rimini Street as their trusted application enterprise software products and services provider. To learn more, please visit http://www.riministreet.com, follow @riministreet on Twitter and find Rimini Street on Facebook and LinkedIn.
Forward-Looking Statements
Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,” “seek,” “continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions. These statements are based on various assumptions and on the current expectations of management and are not
Court Rules in Rimini Street’s Favor on Key Matters, Denies Oracle Motions and Cites “Common Sense” and “Absurd Result” in Denying Oracle Claims | Page 3 | ||||
predictions of actual performance, nor are these statements of historical facts. These statements are subject to a number of risks and uncertainties regarding Rimini Street’s business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, the duration of and economic, operational and financial impacts on Rimini Street’s business of the COVID-19 pandemic, as well as the actions taken by governmental authorities, clients or others in response to the COVID-19 pandemic; catastrophic events that disrupt Rimini Street’s business or that of its current and prospective clients, changes in the business environment in which Rimini Street operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Rimini Street operates; adverse developments in pending litigation or in the government inquiry or any new litigation; Rimini Street’s need and ability to raise additional equity or debt financing on favorable terms and Rimini Street’s ability to generate cash flows from operations to help fund increased investment in Rimini Street’s growth initiatives; the sufficiency of Rimini Street’s cash and cash equivalents to meet its liquidity requirements; the terms and impact of Rimini Street’s outstanding 13.00% Series A Preferred Stock, including Rimini Street’s ability to complete its previously-announced partial redemption of its Series A Preferred Stock on the terms and conditions described in its Current Report on Form 8-K dated March 16, 2021; changes in taxes, laws and regulations; competitive product and pricing activity; difficulties of managing growth profitably; customer adoption of Rimini Street’s recently introduced products and services, including its Application Management Services (AMS), Rimini Street Advanced Database Security, and services for Salesforce Sales Cloud and Service Cloud products, in addition to other products and services Rimini Street expects to introduce in the near future; the loss of one or more members of Rimini Street’s management team; uncertainty as to the long-term value of Rimini Street’s equity securities; and those risks discussed under the heading “Risk Factors” in Rimini Street’s Annual Report on Form 10-K filed on March 3, 2021 and as updated from time to time by other filings by Rimini Street with the Securities and Exchange Commission. In addition, forward-looking statements provide Rimini Street’s expectations, plans or forecasts of future events and views as of the date of this communication. Rimini Street anticipates that subsequent events and developments will cause Rimini Street’s assessments to change. However, while Rimini Street may elect to update these forward-looking statements at some point in the future, Rimini Street specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Rimini Street’s assessments as of any date subsequent to the date of this communication.
# # #
© 2021 Rimini Street, Inc. All rights reserved. “Rimini Street” is a registered trademark of Rimini Street, Inc. in the United States and other countries, and Rimini Street, the Rimini Street logo, and combinations thereof, and other marks marked by TM are trademarks of Rimini Street, Inc. All other trademarks remain the property of their respective owners, and unless otherwise specified, Rimini Street claims no affiliation, endorsement, or association with any such trademark holder or other companies referenced herein.