UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2019
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Veeva Systems Inc.
(Exact name of Registrant as Specified in Its Charter)
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| | Delaware | 001-36121 | 20-8235463 | |
| | (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
4280 Hacienda Drive
Pleasanton, California 94588
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (925) 452-6500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 Instructions A.2. below):
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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 | | Name of each exchange on which registered |
Class A Common Stock,
par value $0.00001 per share | | VEEV | | 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).
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| 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. | | ☐
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On November 1, 2019, Veeva Systems Inc. (“Veeva”) completed its previously announced acquisition of Crossix Solutions Inc. (“Crossix”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 25, 2019, with Veeva, P109 Merger Sub, Inc. (the “Merger Sub”), Crossix, and the stockholder representative as defined in the Merger Agreement (the "Closing").
Upon the Closing, (i) all outstanding shares of Crossix capital stock and vested options to purchase Crossix capital stock were cancelled in exchange for the right to receive aggregate cash consideration of $430 million, subject to certain customary purchase price adjustments, and (ii) certain unvested options were converted into options to purchase shares of Veeva’s Class A common stock, subject to the same vesting schedules and proportionate exercise price as were applicable to such unvested options. Following the Closing, it is anticipated that certain Crossix employees will be granted approximately $80 million in restricted stock units and approximately $40 million in options to purchase shares of Veeva’s Class A common stock. The restricted stock units and options will vest over 5.5 years.
The Merger Agreement governs the contractual rights between the parties in relation to the acquisition. We have incorporated the Merger Agreement by reference as an exhibit to this Current Report on Form 8-K to provide you with information regarding the terms of the Merger Agreement. This Report is not intended to modify or supplement any factual disclosures about Veeva or Crossix in our respective public reports filed with the SEC or other regulators. In particular, the Merger Agreement is not intended to be, and should not be relied upon as, disclosure regarding any facts and circumstances relating to Veeva or Crossix. The representations and warranties contained in the Merger Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws.
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| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of the Business Acquired.
The financial statements required by this Item, if any, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days following the date that this Report is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item, if any, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days following the date that this Report is required to be filed.
(d) Exhibits.
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| Exhibit No. | | Description |
| 2.1* | | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
| * | | Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules to this agreement have been omitted. The Company hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or schedules. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Veeva Systems Inc. |
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| | By: | /s/ Josh Faddis |
| | | Josh Faddis |
| | | Senior Vice President, General Counsel |
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| Dated: | November 1, 2019 | | |
