PROOFPOINT, INC. Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
On the Closing Date,
Pursuant to the terms of the Indenture, the Supplemental Indenture was required
to be entered into in connection with the consummation of the Merger. The
Supplemental Indenture provides that, from and after the Effective Time, for all
conversions of the Notes, (i) the consideration due upon conversion of each
The foregoing description of the Supplemental Indenture is not complete and is
qualified in its entirety by reference to the full text of the Indenture and the
Supplemental Indenture. A copy of the Indenture was filed as Exhibit 4.1 to the
Current Report on Form 8-K filed by the Company on
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Termination of Capped Call Transactions
On
In connection with the Merger,
The foregoing description of the Termination Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Termination Agreements, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At
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In addition, pursuant to the Merger Agreement, at the Effective Time:
• Each option to purchase shares of
"Company Option") that is vested in accordance with its terms and
outstanding as of immediately prior to the Effective Time (each, a
"Vested Company Option") was cancelled and converted into the right to
receive an amount in cash, without interest, equal to the product
obtained by multiplying (x) the excess, if any, of (i) the Per Share
Merger Consideration over (ii) the per share exercise price for such
Vested Company Option, by (y) the total number of shares of Proofpoint
common stock underlying such Vested Company Option, subject to any
required withholding of taxes.
• Each Company Option that is outstanding as of immediately prior to the
Effective Time and that is not a Vested Company Option (each, an
"Unvested Company Option") was converted into the contingent right to
receive an amount in cash, without interest, equal to the product
obtained by multiplying (x) the excess, if any, of (i) the Per Share
Merger Consideration over (ii) the per share exercise price for such
Unvested Company Option, by (y) the total number of shares of Proofpoint
common stock underlying such Unvested Company Option. Subject to the
holder's continued service with Parent and its affiliates (including the
Surviving Corporation and its subsidiaries) through the applicable
vesting dates, such Unvested Company Option Consideration amounts will
vest and become payable at the same time as the Company Option from which
such Unvested Company Option Consideration was converted would have
vested and been payable pursuant to its terms and, subject to certain
exceptions, will otherwise remain subject to the same terms and
conditions as were applicable to the underlying Unvested Company Option
immediately prior to the Effective Time with respect to the receipt of
the Unvested Company Option Consideration.
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company (i) notified The Nasdaq Global Select Market
("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq file
with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of the Company's Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of the Company's Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Per Share Merger Consideration.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Pursuant to the Merger Agreement, at the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In connection with the completion of the Merger and pursuant to the Merger
Agreement, upon the Effective Time,
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofApril 25, 2021 , by and amongProofpoint, Inc. ,Proofpoint Holdings, LP (f/k/aProject Kafka Parent, LLC andProofpoint Parent, LLC ),Project Kafka Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 toProofpoint, Inc.'s Current Report on Form 8-K, filedApril 27, 2021 ). 3.1 Amended and Restated Certificate of Incorporation. 3.2 Amended and Restated Bylaws. 4.1 First Supplemental Indenture, betweenProofpoint, Inc. andWells Fargo Bank, National Association . 10.1 Form of Termination Agreement, betweenProofpoint, Inc. and the applicable Capped Call Counterparty. 99.1 Press Release, datedAugust 31, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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