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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)

February 20, 2009

TALEO CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 000-51299 52-2190418


(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)

4140 Dublin Boulevard, Suite 400


Dublin, CA 94568
(Address of principal executive offices, including zip code)

(925) 452-3000
(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

[ ] 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))
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Item 2.02 Results of Operations and Financial Condition

On February 23, 2009, Taleo Corporation (the “Company”) issued a press release announcing a business update for its fourth quarter and
fiscal year ended December 31, 2008. A copy of the press release issued by Taleo concerning the foregoing update is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

On February 23, 2009, Taleo Corporation issued a press release announcing that the Company’s previously issued financial statements for the
years ended December 31, 2006 and 2007, and the interim financial statements for the quarters ended March 31, 2008 and June 30, 2008 will be
restated to correct an error relating to the timing for revenue recognition for consulting services revenue under certain of the Company’s
historical arrangements and an error relating to the timing of revenue recognition for set-up fees, an element of the Company’s application
services revenue, for all new arrangements entered into on or after January 1, 2006. In light of the restatement, the Company’s consolidated
balance sheets as of December 31, 2006 and 2007, March 31, 2008, and June 30, 2008, and the related consolidated statements of operations,
stockholders’ equity (deficit), and cash flows for each of the fiscal years ended December 31, 2006 and 2007, and related auditors reports, and
the quarters ended March 31, 2008 and June 30, 2008 should no longer be relied upon.

The decision was made by the Audit Committee of the Board of Directors, following consultation with and upon the recommendation of
management, on February 20, 2009, after Deloitte & Touche LLP, the Company’s independent registered public accounting firm, requested on
November 6, 2008 that the Company review certain of its historical revenue recognition practices.

In the course of the Company’s review of its revenue recognition practices, the Company has determined that recognition of consulting
revenue as a separate unit of accounting in a multi-element arrangement, pursuant to Emerging Issues Task Force No. 00-21, Revenue
Arrangements with Multiple Deliverables (“EITF 00-21”), was not appropriate in certain of its customer arrangements in which application
services and consulting services were sold in the same arrangement. Correction of this error will result in approximately $3 million of
consulting revenue previously recognized on the basis of proportional performance, as has been the Company’s historical practice, being
recognized ratably over the expected attribution period of the associated arrangement.

Also in connection with the Company’s review, the Company has determined that as of January 1, 2006, it would have been appropriate to
recognize revenue from set-up fees, an element of the Company’s application revenue, over an expected attribution period longer than the
typical three year term of the Company’s agreements, as had been the Company’s practice. Correction of this error will result in approximately
$200,000 of application revenue from set-up fees being recognized over an expected attribution period of seven years rather than the contract
term of the arrangement with which the set-up fees are associated.

The Company continues to review its practices and, in connection with that review, intends to submit a pre-clearance submission to the Office
of the Chief Accountant (the “OCA”) of the Securities and Exchange Commission. The submission requests the OCA’s view regarding the
Company’s historical application of EITF 00-21 to the timing of revenue recognition of the Company’s consulting services. If the OCA does
not agree with the Company’s historical application of EITF 00-21, the amount of the restatement of consulting revenue for prior periods may
increase.

The Company’s management and the Audit Committee have discussed the decision to restate the previously issued financial statements and
the matters disclosed in this filing with Deloitte & Touche LLP, the Company’s independent registered public accounting firm.
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Item 9.01. Financial Statements and Exhibits

(d) Exhibits.
Exhibit No. Description

99.1 Press Release dated February 23, 2009, entitled “Taleo Provides Q4 Business Update; Caps Powerful 2008.”
99.2 Press Release dated February 23, 2009, entitled “Taleo Announces Restatement of Financial Statements to Defer
Approximately $3 Million in Revenue.”
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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.

TALEO CORPORATION

By: /s/ Katy Murray


Katy Murray
Executive Vice President and Chief Financial Officer

Date: February 23, 2009


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EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release dated February 23, 2009, entitled “Taleo Provides Q4 Business Update; Caps Powerful 2008.”
99.2 Press Release dated February 23, 2009, entitled “Taleo Announces Restatement of Financial Statements to Defer
Approximately $3 Million in Revenue.”

EXHIBIT 99.1

Investor Relations
Media Contact:
Contact:
Jaime Spuhler
Nate Swanson
Taleo Corporation
925.452.3156
904.493.8851
e-mail:
e-mail: jspuhler@taleo.com
ir@taleo.com

Taleo Provides Q4 Business Update; Caps Powerful 2008

-Signed A Record 27 New Enterprise Edition™ Customers


-Closed A Record 12 Large Enterprise Deals
-Enters 2009 with over $315 Million in Contracted Application Revenue Backlog
-Launches Performance Management Capabilities for SMB Market
-Garners Leadership, Vision Accolades from Industry Analysts

Dublin, CA – February 23, 2009 – Taleo (NASDAQ: TLEO), the leading provider of on demand talent management solutions, today
announced a business update for the fourth quarter and fiscal year ended December 31, 2008.

"2008 was an important year for us—we made a quantum leap from a best in class, recruiting management company to a bonafide leader in
unified talent management with powerful offerings across recruiting, performance and compensation management,” said Michael Gregoire,
Chairman and CEO of Taleo. "Even in a worsening economic environment, global businesses of all sizes are turning to Taleo to help them
better leverage what typically amounts to 50%-70% of their costs: their people.”

Annual Highlights Include:

•Q1 launch of Enterprise Performance Management product.

•Q2 announcement of the acquisition of Vurv, a leading provider in the talent management space with a large and impressive customer
base.

•Q3 introduction of Talent Grid strategy and strategic investment in Worldwide Compensation.

•Q4 on-time delivery of SMB Performance Management product.


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Q4 Highlights Include:

Enterprise

•Acquired a record 27 new Taleo Enterprise Edition(TM) recruiting customers. Demand for Taleo's talent management solutions continued,
bringing Taleo’s enterprise customer base to over 660 organizations around the world. Additionally, Taleo signed a record 12 large
enterprise deals with a first year ASP greater than $250,000, up from 8 in the fourth quarter of 2007. New Taleo Enterprise Edition(TM)
customers in North America included: Royal Caribbean, Panera Bread, VF Corporation, PPG, Evergreen Packaging, Henry Schein, Dow
Jones, VeriSign, Zions Bancorp, Booz and Company, Air Canada Jazz, Neoris and Kinetic Concepts. Taleo also signed a large multi-year
outsourcing deal through its partnership with IBM. In addition, Taleo’s renewal rates remained strong even across economically sensitive
verticals such as Financial Services and Retail.

•Exceeded Plan on Performance Management Adoption. The number of sales of Taleo Performance(TM) exceeded the Company's objective
for the year. In the fourth quarter, the company closed several enterprise performance management deals in North America and Europe,
including Evergreen Packaging. In addition, the company was highlighted by both IDC and Gartner industry analysts for vision and
execution excellence in their respective market-wide analyses of Unified Talent Management and Performance Management.

•Closed two deals in alliance with Worldwide Compensation. Taleo continues to work with strategic alliance partner Worldwide
Compensation to enable a best in class pay-for-performance solution. Together, the companies closed two compensation management
deals in Q4, Con-way Transportation and Yellow Pages Canada, and currently have more than two dozen joint sales opportunities in the
pipeline. Further, Worldwide Compensation received the “best in class” commendation in a report from industry analyst firm Gartner, in
the Compensation Management category.

SMB

•Signed 175 new SMB Customers. Strong sales of Taleo Business Edition(TM), a recruiting solution targeted at companies with less than
3,000 employees, further established Taleo as the leader for SMB Recruiting. New TBE customers include: Spectrum Health Partners,
Greenville County Recreation District, Focus Management Group, Unitrends, Carmel Country Club, Lithium Technologies, Meebo and
Blue Diamond Growers. Taleo also launched Taleo Business Edition Perform, specifically tuned for the staff assessment and performance
management needs of SMBs and has early customer sales there too.
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Global

•Continued Rapid International Adoption. New international customers included: Fluxys, Alstom, Bouygues Construction, PSA Peugeot
Citroën and Westfield Australia.

Accounting Review Update:

Taleo continues to work with its independent registered public accounting firm, Deloitte & Touche LLP, to re-evaluate whether the company’s
current and historical revenue recognition policies are appropriate under generally accepted accounting principles in the United States, or
GAAP. Taleo announced today that it will be restating its previously issued financial statements for 2006 and 2007 and certain interim
financial statements to correct errors relating to the timing for revenue recognition for consulting services revenue under certain of its
historical arrangements and the timing of revenue recognition for set-up fees. Taleo continues to make progress in bringing its review process
to closure, and, in connection with that process, intends to submit a pre-clearance submission to the Office of the Chief Accountant of the
Securities and Exchange Commission.

Conference Call Details

In conjunction with this announcement, Taleo will host a conference call 2:00pm PST (5:00pm EST) today to discuss the Company's fourth
quarter 2008 business update. A live and replay Webcast of the call will be available on the Investor Relations section of Taleo's website at
www.taleo.com. The live call may be accessed by dialing 866-272-9941 (domestic) or 617-213-8895 (international) and referencing passcode:
4320-4189. A replay of the call can also be accessed by dialing 888-286-8010 (domestic) or 617-801-6888 (international), and referencing
passcode: 8264-6746.

About Taleo

Taleo (NASDAQ: TLEO) is the leader in on-demand unified talent management solutions that empower organizations of all sizes to assess,
acquire, develop and align their workforces for improved business performance. More than 3,900 organizations use Taleo for talent acquisition
and performance management, including 48 of the Fortune 100 and over 3,300 small and medium sized businesses across 200 countries and
territories. Known for its strong configurability and usability, Taleo runs on a world-class infrastructure and offers 99.9% availability. Taleo's
Talent Grid harnesses the resources of the Taleo community of customers, candidates, and partners to power the talent needs of companies
around the world.
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Forward-looking Statements

This release contains forward-looking statements, including statements regarding the demand for and results from use of Taleo’s
solutions, Taleo’s review of its revenue recognition policies, and general business conditions. Any forward-looking statements contained in
this press release are based upon Taleo's historical performance and its current plans, estimates and expectations and are not a representation
that such plans, estimates, or expectations will be achieved. These forward-looking statements represent Taleo's expectations as of the date of
this press announcement. Subsequent events may cause these expectations to change, and Taleo disclaims any obligation to update the
forward-looking statements in the future. These forward-looking statements are subject to known and unknown risks and uncertainties that
may cause actual results to differ materially. Further information on potential factors that could affect actual results is included in Part II, Item
1A of Taleo’s Quarterly Report on Form 10-Q, as filed with the SEC on August 11, 2008, and in other reports filed by Taleo with the SEC.

###

EXHIBIT 99.2

Investor Relations
Media Contact:
Contact:
Jaime Spuhler
Nate Swanson
Taleo Corporation
925.452.3156
904.493.8851
e-mail:
e-mail: jspuhler@taleo.com
ir@taleo.com

Taleo Announces Restatement of Financial Statements to Defer Approximately $3 Million in Revenue


Issues Update on Review of Revenue Recognition Practices

Dublin, CA – February 23, 2009 – Taleo Corporation (Nasdaq: TLEO), today announced that the Company’s previously issued financial
statements for the years ended December 31, 2006 and 2007, and the interim financial statements for the quarters ended March 31, 2008 and
June 30, 2008 will be restated to make corrections to the timing of recognition of approximately $3 million of consulting services revenue
previously recognized as delivered under the proportional performance method, and the timing of revenue recognition of approximately
$200,000 for set-up fees, an element of the Company’s application services revenue.

During the relevant period of restatement, a total of approximately $56 million in consulting revenue was recognized on the basis of
proportional performance, and approximately $245 million of application revenue was recognized. Neither of these corrections will result in any
change to the cumulative total revenue to be recognized under the Company’s contractual arrangements or to cumulative cash flow from
operations.

The decision was made by the Audit Committee of the Board of Directors, following consultation with and upon the recommendation of
management, on February 20, 2009, after Deloitte & Touche LLP, the Company’s independent registered public accounting firm, requested on
November 6, 2008 that the Company review certain of its historical revenue recognition practices.

In the course of the Company’s review of its revenue recognition practices, the Company has determined that recognition of consulting
revenue as a separate unit of accounting in a multi-element arrangement, pursuant to Emerging Issues Task Force No. 00-21, Revenue
Arrangements with Multiple Deliverables, was not appropriate in certain of its customer arrangements in which application services and
consulting services were sold in the same arrangement. This correction will result in approximately $3 million of consulting revenue previously
recognized on the basis of proportional performance, as has been the Company’s historical practice, being recognized ratably over the
expected attribution period of the associated arrangement.
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Also in connection with the Company’s review, the Company has determined that as of January 1, 2006, it would have been appropriate to
recognize revenue from set-up fees, an element of the Company’s application revenue, over an expected attribution period longer than the
typical three year term of the Company’s agreements, as had been the Company’s practice. This correction will result in approximately
$200,000 of application revenue from set-up fees being recognized over an expected attribution period of seven years rather than the contract
term (which is typically three years) of the arrangement with which the set-up fees are associated.

In addition, the Company today provided an update on its review of its revenue recognition practices. The Company continues to make
progress in bringing its review process to closure, and, in connection with that process, intends to submit a pre-clearance submission to the
Office of the Chief Accountant (the “OCA”) of the Securities and Exchange Commission. The submission requests the OCA to give pre-
clearance to the Company’s historical application of EITF 00-21 to the timing of revenue recognition of the Company’s consulting services. If
the OCA does not agree with the Company’s historical application of EITF 00-21, the amount of the restatement of consulting revenue for prior
periods may increase.

The Company intends to file its restated financial statements, as well as its delinquent quarterly report on Form 10-Q for the quarter ended
September 30, 2008, as soon as practicable following its consultation with the Office of the Chief Accountant.

About Taleo

Taleo (NASDAQ: TLEO) is the leader in on demand unified talent management solutions that empower organizations of all sizes to assess,
acquire, develop and align their workforces for improved business performance. More than 3,900 organizations use Taleo for talent acquisition
and performance management, including 48 of the Fortune 100 and over 3,300 small and medium sized businesses across 200 countries and
territories. Known for its strong configurability and usability, Taleo runs on a world-class infrastructure and offers 99.9% availability. Taleo's
Talent Grid harnesses the resources of the Taleo community of customers, candidates, and partners to power the talent needs of companies
around the world.
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Forward-looking Statements

This release contains forward-looking statements, including statements regarding its review of its revenue recognition practices and the filing
of restated financial statements and reports. Any forward-looking statements contained in this press release are based upon Taleo's historical
performance and its current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be
achieved. These forward-looking statements represent Taleo's expectations as of the date of this press announcement. Subsequent events
may cause these expectations to change, and Taleo disclaims any obligation to update the forward-looking statements in the future. These
forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially.
Further information on potential factors that could affect actual results is included in Part II, Item 1A of Taleo’s Quarterly Report on Form 10-Q,
as filed with the SEC on August 11, 2008, and in other reports filed by Taleo with the SEC.

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