UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): January 25, 2018
BroadSoft, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34777 | 52-2130962 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
9737 Washingtonian Boulevard, Suite 350
Gaithersburg, Maryland 20878
(Address of principal executive offices)
(301)977-9440
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging Growth Company ☐
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
BroadSoft, Inc. (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”) on January 25, 2018. At the Special Meeting, the Company’s stockholders, upon the recommendation of the board of directors of the Company, voted in favor of the adoption of the Agreement and Plan of Merger, dated as of October 20, 2017, by and among Cisco Systems, Inc. (“Cisco”), Brooklyn Acquisition Corp., a wholly-owned subsidiary of Cisco, and the Company, as it may be amended from time to time (the “Merger Agreement”) and thereby approved the merger contemplated by the Merger Agreement (the “Merger”). In addition, thenon-binding, advisory vote to approve the compensation that the Company’s named executive officers may receive in connection with the Merger was approved by the Company’s stockholders. Sufficient votes were also received to approve the proposal to adjourn the Special Meeting to a later date if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement, but an adjournment of the Special Meeting was not necessary in light of the adoption of the Merger Agreement.
Each proposal is described in detail in the Company’s definitive proxy statement, dated December 13, 2017, which was filed with the SEC on December 13, 2017, as amended or supplemented thereafter, and first mailed to the Company’s stockholders on December 15, 2017. Stockholders owning a total of 27,039,842 shares voted at the Special Meeting, representing approximately 85.09% of the shares of the Company Common Stock issued and outstanding as of the record date for the Special Meeting.
The voting results for each item of business voted upon at the Special Meeting were as follows:
PROPOSAL 1To adopt the Merger Agreement.
Votes For | Votes Against | Abstentions | ||
| 26,993,901 | 11,009 | 34,932 |
PROPOSAL 2To approve, on an advisory basis, the compensation that the Company’s named executive officers may receive in connection with the Merger.
Votes For | Votes Against | Abstentions | ||
| 26,156,274 | 737,968 | 145,600 |
PROPOSAL 3To adjourn the Special Meeting to a later date if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.
Votes For | Votes Against | Abstentions | ||
| 26,023,056 | 982,411 | 34,375 |
Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements regarding the proposed acquisition of the Company by Cisco. These statements are based on plans, estimates and projections at the time the Company makes the statements, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms “may” and “will.” Forward-looking statements involve inherent risks and uncertainties, and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in the above statements include, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the inability to complete the proposed merger due to the failure to satisfy conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed merger. Additional risks are described in the Company’s Quarterly Report on Form10-Q for the quarter ended September 30, 2017, and its subsequently filed reports with the SEC. Readers are cautioned not to place undue reliance on the forward-looking statements included in this Current Report on Form8-K, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.
SIGNATURE
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.
| BROADSOFT, INC. | ||||||
| Date: January 25, 2018 | By: | /s/ Mary Ellen Seravalli | ||||
| Name: | Mary Ellen Seravalli | |||||
| Title: | Chief Legal Officer | |||||