Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - CDK Global, Inc. | d799977dex991.htm |
| EX-99.2 - EX-99.2 - CDK Global, Inc. | d799977dex992.htm |
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) October 8, 2014
CDK Global, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-36486 | 46-5743146 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 1950 Hassell Road, Hoffman Estates, IL | 60169 | |
| (Address of principal executive offices) | (Zip Code) | |
(847) 397-1700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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)) |
| Item 7.01. | Regulation FD Disclosure. |
On October 8, 2014, CDK Global, Inc. (the “Company”) issued a press release announcing that the Company intends to offer senior unsecured notes (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act.
The press release regarding the Offering is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In connection with the Offering, the Company is providing prospective purchasers with an offering memorandum that includes certain unaudited pro forma financial statements of the Company, which are furnished with this Report as Exhibit 99.2.
This Report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
The information in this Report, including the exhibit attached hereto, is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| EXHIBIT NO. |
DESCRIPTION | |
| 99.1 | Press Release dated October 8, 2014, issued by the Company. | |
| 99.2 | Unaudited Pro Forma Combined Financial Statements of the Company. | |
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.
Dated: October 8, 2014
| CDK Global, Inc. | ||
| By: |
/s/ Steven J. Anenen | |
| Name: Steven J. Anenen Title: President and Chief Executive Officer | ||