Attached files
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| EX-99.1 - EX-99.1 - SPLUNK INC | a18-7183_1ex99d1.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)
February 27, 2018
Splunk Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35498 |
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86-1106510 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
270 Brannan Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)
(415) 848-8400
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 Regulation FD Disclosure.
Splunk Inc. (the “Company”) issued a press release on February 27, 2018 announcing the transaction with Phantom Cyber Corporation (described below). The press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, 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 8.01 Other Events.
On February 27, 2018, the Company entered into an agreement and plan of merger with Phantom Cyber Corporation, a Delaware corporation (“Phantom”), and certain other parties. Pursuant to such agreement, the Company will, subject to the satisfaction of certain conditions set forth therein and receipt of required regulatory approval, acquire all of the issued and outstanding shares of capital stock of Phantom and pay to the former securityholders of Phantom cash and stock merger consideration with an aggregate value of approximately $350 million, subject to adjustment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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The following exhibit is furnished with this report: | ||
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99.1 |
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Press release issued by Splunk Inc. dated February 27, 2018. |
EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
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Press release issued by Splunk Inc. dated February 27, 2018. |
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.
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SPLUNK INC. |
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By: |
/s/ David F. Conte |
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David F. Conte |
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Senior Vice President and Chief Financial Officer |
Date: February 27, 2018