Rimini Street, Inc 8-K, filed Sep 21, 2020
Rimini Street, Inc. (RMNI)
8-K
2020-09-21
For: 2020-09-21
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Added on
April 10, 2026
About this 8-K
Rimini Street, Inc filed this 8-K on September 21, 2020.
Items reported
- 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
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| ITEM 8.01 | OTHER EVENTS | ||||
On September 15, 2020, Rimini Street, Inc. (the “Company”) issued a press release titled “Rimini Street Statement on Court Ruling on Motions for Partial Summary Judgment.” A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.
Attached hereto as Exhibit 99.2 and incorporated into this Item 8.01 by reference is a document titled “Rimini Street’s Highlights & Comments Following September 15, 2020 Court Order,” which will be used beginning on or after September 21, 2020, in whole or in part, from time to time by executives of the Company in various discussions and other communications. The attached Highlights and Comments are not, and do not purport to be a complete summary of the contents of the Order, but reflect selected key points of the September 15, 2020 Court Order for the Company as of the date hereof.
All information in Exhibit 99.2 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.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits.
Exhibit No. | Exhibit Title | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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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: September 21, 2020 | By: | /s/ Seth A. Ravin | |||||||||
| Name: Seth A. Ravin | |||||||||||
| Title: Chief Executive Officer | |||||||||||
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Exhibit 99.1FOR IMMEDIATE RELEASE
Rimini Street Statement on Court Ruling on Motions for Partial Summary Judgment
LAS VEGAS, September 15, 2020 – Rimini Street, Inc. (Nasdaq: RMNI), a global provider of business software products and services, the leading third-party support provider for Oracle and SAP software products and a Salesforce partner, issued the following statement in response to the U.S. District Court’s ruling on motions for partial summary judgment:
“Today, the U.S. District Court for Nevada issued its ruling on the summary judgment motions filed by Rimini Street and Oracle in Rimini Street v. Oracle, (No. 2:14cv-01699-LRH), a lawsuit brought by Rimini Street against Oracle in 2014. The summary judgment motions were filed in, and have been pending with, the Court since December 2018.
In the ruling, the Court reiterated that Rimini Street has the legal right to provide aftermarket support for Oracle’s enterprise software. The Court also resolved some of the issues the parties have disputed, ruling in some instances for Rimini Street and in some instances for Oracle. Rimini Street is continuing to evaluate the order and looks forward to a jury trial on the remaining issues.”
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. Over 2,100 Fortune 500, Fortune Global 100, midmarket, public sector and other organizations from a broad range of industries rely 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 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
Rimini Street Statement on Court Ruling on Motions for Partial Summary Judgment page 2
outstanding 13.00% Series A Preferred Stock; changes in taxes, laws and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the 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 Quarterly Report on Form 10-Q filed on August 5, 2020 and in the prospectus supplement dated August 14, 2020 relating to the underwritten public offering of Rimini Street’s common stock that closed on August 18, 2020 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.
Investor Relations Contact
Dean Pohl
Rimini Street, Inc.
+1 925 523-7636
dpohl@riministreet.com
Media Relations Contact
Michelle McGlocklin
Rimini Street, Inc.
+1 925 523-8414
mmcglocklin@riministreet.com
# # #
© 2020 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.
Exhibit 99.2Rimini Street, Inc. v. Oracle USA, Inc.
Case Number 2:14-cv-01699-LRH-DJA
(“Rimini II”)
Rimini Street’s Highlights & Comments Following September 15, 2020 Court Order
(09/21/2020)
Rimini Street and Oracle Litigation Background
For over a decade, Rimini Street and Oracle have been engaged in litigation regarding whether certain aspects of Rimini’s support model for some Oracle products are consistent with the Copyright Act and Oracle’s licenses for specific Oracle products and licensees. These disputes between the parties have been the subject of two different lawsuits in the District of Nevada: Oracle USA, Inc. v. Rimini Street, Inc., Case Number 2:10-cv-00106-LRH-VCF (“Rimini I”), and Rimini Street, Inc. v. Oracle USA, Inc., Case Number 2:14-cv-01699-LRH-DJA (“Rimini II”).
As the Court notes in its September 15, 2020 order (“Order”), “…whether third-party support is allowed under the licensing agreements is not at issue in this [Rimini II] lawsuit, nor was it at issue in [Rimini I]. What was (and is) at issue is the manner in which Rimini performed that third-party support [for some licensees of specific Oracle products].” (emphasis added) Additionally, the U.S. Ninth Circuit Court of Appeals has recognized that Rimini engages in “lawful competition” with Oracle in the aftermarket for enterprise software support.
Litigation Summary
Oracle filed Rimini I on January 10, 2010, and the case was tried to a jury in September and October 2015. All appeals have been exhausted, and the case became final in early 2020. At the conclusion of all appeals, 23 of 24 claims asserted by Oracle were dismissed or abandoned; on a single claim, Rimini was found to have “innocently” infringed 93 Oracle copyrights—meaning that Rimini did not know, or have reason to know, that its conduct was unlawful. Rimini paid Oracle approximately $35 million for a fair market value license, as well as pre-judgment interest, Oracle’s attorneys’ fees, and costs of approximately $55 million. The District Court issued a permanent injunction that prohibits Rimini from using its legacy support processes which had been found to be infringing in Rimini I and which Rimini ceased using no later than July 31, 2014.
By July 2014, over a year before Rimini I even went to trial, Rimini changed its legacy support processes (“Process 1.0”) to comply with the Court’s constructions of certain license terms for specific Oracle products and licenses. In October 2014, Rimini filed Rimini II to secure a judicial declaration that its revised support processes (“Process 2.0”) do not infringe and do not exceed the scope of the relevant Oracle licenses.
On September 15, 2020, the Court issued its 94-page Order resolving seven Rimini II summary judgment motions, which were fully briefed and submitted by the parties in December 2018.
Rimini Street, Inc.
Worldwide Headquarters 3993 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 USA
Phone: +1 702.839.9671 Toll-Free: + 1 888.870.9692 Fax: +1 702.973.7491 riministreet.com
Rimini Street’s Highlights & Comments Following September 15, 2020 Court Order \
Page 2 of 3
Enterprise Software Is Customizable and Generally Updatable
The Court notes in the Order that “[o]ne of the key features of enterprise software is its customizability; the software can be modified to fit the specific needs of the organization licensing it. Enterprise software is routinely updated with service packs and patches that increase functionality and performance, correct and fix bugs, and improve security.”
Oracle Licensees Have a Choice of Vendors for Support Services
The Court notes in the Order that “Oracle provides this support service to its licensees for an additional cost on top of the licensing fees, but the licensees can and often do seek third party service providers, such as Rimini, to perform that service instead.” (emphasis added)
Software Licenses Permit Third Party Support Within Scope of the License
The Court explained in the Order that “the [enterprise software] licenses … generally allow for a third-party service provider, like Rimini, to copy the software in place of the licensee and customize it for the licensee.” However, “[w]hile third-party servicers are permitted to perform the tasks that the licensee would, they must only act within the scope of the license.”
Importantly, the Court rejected Oracle’s theory that third-party service providers are not permitted to re-use their “know how” and experience learned from servicing one client, to service other clients. Specifically, the Court noted in the Order:
–[I]t is generally not cross use for a Rimini engineer to create an update file for Client A exclusively using Client A’s software and then create the same update file for Client B exclusively using Client B’s software”;
–“It is obvious that the first time a software engineer creates an update for a client, he or she is slower and less proficient than any subsequent time they create that update”; and
–“[I]t would be impossible to direct an engineer, who developed an update in Client A’s environment, to not use the knowledge he or she gained when developing the same or similar update for Client B.”
Rimini Process 2.0 Differs Substantially and Materially from Rimini Process 1.0
The Court recognized that “the alleged infringing practices before the Court today are different from those alleged in [Rimini I].”
As the Court explained: “[G]enerally, Rimini’s new support model [Process 2.0] hosts a client’s development environments and software on either the client’s own computer systems or on a third-party cloud server. In either case, the client grants Rimini remote access to wherever the software is hosted to provide the necessary support services. This is opposed to Rimini’s ‘local hosting’ support system in [Rimini I], whereby Rimini would copy a client’s software to its own computer systems and provide support services before copying the software back to the client’s computers.”
Rimini Street, Inc.
Worldwide Headquarters 3993 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 USA
Phone: +1 702.839.9671 Toll-Free: + 1 888.870.9692 Fax: +1 702.973.7491 riministreet.com
Rimini Street’s Highlights & Comments Following September 15, 2020 Court Order \
Page 3 of 3
The Order Resolved and Narrowed Claims to Be Litigated at Trial
The Court noted in the Order that “[t]he central issue in [Rimini II] is whether Rimini’s Process 2.0 infringes upon Oracle’s copyrights”; likewise, “[t]he crux of Oracle’s [countersuit] argument in [Rimini II] is that Rimini has continued to violate its copyrights.” (emphases added)
As to the Copyright Act (and associated license disputes), the Court’s Order resolved only a narrow subset of the parties’ claims and counterclaims. As to these disputes, the Court’s principal rulings were:
–Finding infringement of 17 Oracle PeopleSoft copyrights for work Rimini performed for a set of “gap customers” acquired after Rimini I was filed that were supported before the transition to Process 2.0 was complete (Rimini I cleanup). Rimini does not believe it should have to pay any additional damages relating to copyrights it has already paid a fair market license for in Rimini I. The Rimini II jury will determine whether any additional damages are warranted and if so, the amount.
–Finding infringement of four Oracle PeopleSoft copyrights related to support of two specific Rimini clients, Campbell’s Soup and City of Eugene. The Court noted that these two matters were “limited cases” and involved “limited circumstance[s].” Rimini does not believe it should have to pay any additional damages relating to copyrights it has already paid a fair market license for in Rimini I. The Rimini II jury will determine whether any additional damages are warranted and if so, the amount.
–No finding of infringement on all other Oracle copyrights at issue. The Court expressly noted that “As Rimini’s Third Amended Complaint specifies that it seeks declaratory rulings on each of Oracle’s software copyrights as identified, dated, and numbered, the Court’s summary judgment ruling for Oracle is limited to the four at issue copyrights” involving two clients, Campbell’s Soup and City of Eugene, which were “limited cases” and “limited circumstance[s].” (emphasis added). All other copyright-related disputes around Process 2.0 were not resolved by the Order, and the Rimini II jury will decide this liability issue and determine if any damages are warranted and if so, the amount.
–No finding that Rimini’s AFW process infringes Oracle copyrights. The Rimini II jury will decide this liability issue, determine if any damages are warranted and if so, the amount.
–No finding that cloud hosting of certain PeopleSoft licenses infringes Oracle copyrights. The Rimini II jury will decide this liability issue, determine if any damages are warranted and if so, the amount.
The Order also resolved a number of the non-copyright claims asserted by the parties. The Court’s principal findings were:
–Permitting Rimini’s claim for injunctive relief against Oracle for unfair competition in violation of the California Unfair Competition Law to proceed to trial.
–Finding that Oracle had the right to authorize who can access its password-protected support web sites.
–Denying Rimini’s affirmative claims for damages.
No Damages Awarded and All Rights Preserved
As of this date, no damages of any kind have been awarded by the Court in Rimini II. Damages, if any, will be a decision for the Rimini II jury. Rimini Street reserves all rights, including appellate rights, with respect to the Order and all other Court and jury rulings and findings in Rimini II.
Rimini Street, Inc.
Worldwide Headquarters 3993 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 USA
Phone: +1 702.839.9671 Toll-Free: + 1 888.870.9692 Fax: +1 702.973.7491 riministreet.com