UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 21, 2019
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
| (State or Other Jurisdiction of Incorporation) |
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| 001-33554 | | | | 76-0168604 |
| (Commission File Number) | | | | (IRS Employer Identification No.) |
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| 3100 Main Street, Suite 900 | Houston | TX | | | | | 77002 | |
| (Address of Principal Executive Offices) | | | | | (Zip Code) | |
| | | | | | �� | |
| Registrant’s telephone number, including area code | (713) | 335-5151 | |
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| (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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock | $0.001 par value per share | | PRO | | New York Stock Exchange |
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 ☐
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 8.01 Other Events
PROS Holdings, Inc. (the “Company”) issued a notice of redemption to the holders of its outstanding 2.00% Convertible Senior Notes due 2047 (the “Convertible Notes”) on August 21, 2019, pursuant to which it will redeem the outstanding Convertible Notes for cash at a price of 92.39% of the principal amount of the Convertible Notes, plus accrued and unpaid interest, if any (the “Redemption”). The Redemption will occur on October 30, 2019, unless earlier converted. Prior to the consummation of the Redemption, the holders of the Convertible Notes are entitled to convert such Convertible Notes into shares of the Company’s common stock at a rate of 21.2861 shares per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of $46.98 per share. In the event any holder delivers a conversion notice as provided in the indenture governing the Convertible Notes, the Company intends to satisfy its conversion obligation with respect to each $1,000 principal amount of Notes tendered by delivering shares of its common stock, together with cash in lieu of delivering any fractional shares of common stock (if applicable).
A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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| Exhibit No. | | Description |
| 99.1 | | |
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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| | PROS HOLDINGS, INC. |
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| Date: August 22, 2019 | |
| | /s/ Damian Olthoff |
| | Damian Olthoff
General Counsel and Secretary |
Exhibit Index
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| Exhibit No. | | Description |
| 99.1 | | |
