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): May 22, 2017
ServiceNow, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35580 | | 20-2056195 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | |
2225 Lawson Lane Santa Clara, California | | 95054 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(408)501-8550
(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 Form8-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 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. ☐
On May 22, 2017, ServiceNow, Inc. (“ServiceNow”) issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $750 million aggregate principal amount of convertible senior notes due in 2022. ServiceNow also intends to grant to the initial purchasers of the notes the option to purchase up to an additional $112.5 million aggregate principal amount of notes solely to cover over-allotments. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
Number | | Description of Exhibit |
| |
| 99.1 | | Press release dated May 22, 2017, announcing ServiceNow, Inc.’s proposed offering of convertible senior notes. |
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.
| | | | | | | | |
| | | | | | SERVICENOW, INC. |
| | | | |
| Date: May 22, 2017 | | | | | | By: | | /s/ Michael P. Scarpelli |
| | | | | | | | Michael P. Scarpelli |
| | | | | | | | Chief Financial Officer |
INDEX TO EXHIBITS
| | |
Exhibit
Number | | Description of Exhibit |
| |
| 99.1 | | Press release dated May 22, 2017, announcing ServiceNow, Inc.’s proposed offering of convertible senior notes. |
