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
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`Date of Report (Date of Earliest Event Reported): May 20, 2016
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`FINJAN HOLDINGS, INC.
`(Exact name of registrant as specified in its charter)
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`Delaware
`(State or other jurisdiction
`of incorporation)
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`000-33304
`(Commission
`File Number)
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`20-4075963
`(IRS Employer
`Identification No.)
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`2000 University Avenue, Suite 600, East Palo Alto, CA
`(Address of principal executive offices)
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`94303
`(Zip Code)
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`Registrant’s telephone number, including area code: 650-282-3228
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`(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:
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` Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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` Soliciting material pursuant to Rule 14a 12 under the Exchange Act (17 CFR 240.14a 12)
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` Pre commencement communications pursuant to Rule 14d 2(b) under the Exchange Act (17 CFR 240.14d 2(b))
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` Pre commencement communications pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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`Item 1.01. Entry into a Material Definitive Agreement.
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`On May 23, 2016, Finjan, Inc., a wholly owned subsidiary of Finjan Holdings, Inc. (collectively, “Finjan” or the “Company”),
`announced that Finjan and Proofpoint, Inc. (“Proofpoint”) had agreed to a license to the Finjan global patent portfolio, in principle. The
`binding term sheet (the “Term Sheet”) was entered into on May 20, 2016, but the case dismissal between Finjan and Proofpoint is pending
`a final definitive licensing and settlement agreement (the “Definitive Agreement”). The terms of the Term Sheet provide for Finjan to
`dismiss the suit against Proofpoint, Inc. and Armorize Technologies with prejudice upon execution of the Definitive Agreement with full
`releases by the parties. Further the terms of the Term Sheet provide that Proofpoint will pay Finjan $10.9 million cash, in license fees, as
`follows: (A) $4.3 million within three (3) business days of execution of the Definitive Agreement, (B) $3.3 million on or before January 4,
`2017, and (C) $3.3 million on or before January 3, 2018.
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`The foregoing description of the terms of the Term Sheet is qualified in its entirety by reference to the full text of the Definitive
`Agreement which the Company intends to file with the Securities and Exchange Commission following its execution. Finjan may also seek
`to obtain confidential treatment of certain terms and provisions of the Definitive Agreement in connection with the filing of such
`agreement, in accordance with the procedures of the Securities and Exchange Commission.
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`A copy of the press release issued by the Company on May 23, 2016 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.
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`Cautionary Statement Regarding Forward Looking Information
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`This Report contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect
`our current view of future events and financial performance. Words such as “expect” and similar expressions identify forward looking
`statements, which include, but are not limited to, statements regarding the potential success of pending litigation. Forward looking
`statements are based only on the Company’s current assumptions and views of future events and financial performance. They are subject to
`known and unknown risks and uncertainties, many of which are outside of the Company’s control, which may cause the Company’s actual
`results to be materially different from planned or expected results. Those risks and uncertainties include, but are not limited to, the terms of
`a definitive settlement agreement with Proofpoint, Inc. There can be no assurances that the Company will achieve expected results, and
`actual results may be materially less than expectations. While we believe that our assumptions are reasonable, we caution that it is
`impossible to predict the degree to which any such factors could cause actual results to differ materially from predicted results. Please refer
`to the Company’s most recent Form 10 K and subsequent filings for a further discussion of risks and uncertainties. Investors should take
`such risks into account and should not rely on forward looking statements when making investment decisions. We intend the forward
`looking statements in this Report to speak only as of the date of this Report and do not undertake to update these forward looking
`statements as more information becomes available
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`Item 9.01. Financial Statements and Exhibits
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`(d) Exhibits.
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` Description
`Press Release, dated May 23, 2016, entitled “Finjan and Proofpoint Agree to Settle Patent Dispute
`Pending Definitive License and Settlement Agreement.”
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` Case Dismissal
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`SIGNATURE
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`Exhibit No.
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`99.1
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`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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`Date: May 23, 2016
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`FINJAN HOLDINGS, INC.
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`By:
`/s/ Philip Hartstein
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`Philip Hartstein
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`President & Chief Executive Officer
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`Exhibit 99.1
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`Finjan and Proofpoint Agree to Settle Patent Dispute
`Case Dismissal Pending Definitive License and Settlement Agreement
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`EAST PALO ALTO, CA – 05/23/16 -- Finjan Holdings, Inc. (NASDAQ: FNJN), a cybersecurity company, announced
`that on May 20, 2016, its subsidiary Finjan, Inc. (“Finjan”) and Proofpoint, Inc. agreed to a license to the Finjan global
`patent portfolio. While a settlement has been agreed to, the case dismissal is pending a final definitive licensing and
`settlement agreement. The terms of the agreement are expected to be confidential, subject to regulatory requirements.
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`“We consider the settlement of our patent infringement suit with Proofpoint to be a timely decision given the quickly
`approaching trial in June,” said Phil Hartstein, Finjan’s President and CEO. “This underscores Finjan’s commitment to
`our Licensing Best Practices where we focus on the merits of our claims while continuing to explore licensing
`opportunities with all defendants and prospective licensees. It’s a success when both parties can end a dispute with a
`handshake.”
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`Finjan has pending infringement lawsuits against FireEye, Inc., Sophos, Inc., Symantec Corp., Palo Alto Networks., and
`Blue Coat Systems, Inc. relating to, collectively, more than 20 patents in the Finjan portfolio. The court dockets for the
`foregoing cases are publicly available on the Public Access to Court Electronic Records (PACER)
`website, www.pacer.gov, which is operated by the Administrative Office of the U.S. Courts.
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`ABOUT FINJAN
`Established nearly 20 years ago, Finjan is a globally recognized leader in cybersecurity. Finjan's inventions are
`embedded within a strong portfolio of patents focusing on software and hardware technologies capable of proactively
`detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan continues to grow
`through investments in innovation, strategic acquisitions, and partnerships promoting economic advancement and job
`creation. For more information, please visit www.finjan.com.
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`Follow Finjan Holdings, Inc.:
`Twitter: @FinjanHoldings
`LinkedIn: linkedin.com/company/finjan
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`Cautionary Note Regarding Forward-Looking Statements
`Except for historical information, the matters set forth herein that are forward-looking
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`statements involve certain risks and uncertainties that could cause actual results to differ. Potential risks and
`uncertainties include, but are not limited to, Finjan’s expectations and beliefs regarding Finjan’s licensing program,
`the outcome of pending or future enforcement actions, the granting of Inter Partes Review (IPR) of our patents or an
`unfavorable determination pursuant to an IPR or other challenges at the USPTO of our patents, the enforceability of
`our patents, the cost of litigation, the unpredictability of our cash flows, our ability to expand our technology and
`patent portfolio, the continued use of our technologies in the market, our stock price, changes in the trading market for
`our securities, regulatory developments, general economic and market conditions, the market acceptance and
`successful business, technical and economic implementation of Finjan Holdings' intended operational plan; and the
`other risk factors set forth from time to time in our filings with the SEC, including our Annual Report on Form 10-K for
`the year ended December 31, 2015, and the Company's periodic filings with the SEC, copies of which are available
`free of charge at the SEC's website at www.sec.gov or upon request from Finjan Holdings, Inc. All forward-looking
`statements herein reflect our opinions only as of the date of this release. These statements are not guarantees of future
`performance and actual results could differ materially from our current expectations. Finjan Holdings undertakes no
`obligation, and expressly disclaims any obligation, to update forward-looking statements herein in light of new
`information or future events.
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`Investor Contact:
`Vanessa Winter Finjan Holdings, Inc.
`Alan Sheinwald or Valter Pinto Capital Markets Group LLC
`(650) 282-3245
`investors@finjan.com