UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 9, 2015
Rapid7, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-37496 | | 35-2423994 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 100 Summer Street, Boston, Massachusetts | | 02110 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (617) 247-1717
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On October 13, 2015, Rapid7, Inc. announced the completion of the acquisition of RevelOps, Inc. (“RevelOps” d/b/a “Logentries”) and filed a Current Report on Form 8-K (the “Initial Report”) to report, among other things, the completion of such acquisition. The Company stated in the Initial Report that it intended to file the required financial statements and pro forma financial information within 71 days from the date the Initial Report was required to be filed. This Current Report on Form 8-K/A amends and supplements Items 9.01 of the Initial Report to present such financial information.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
The audited consolidated financial statements of RevelOps as of and for the years ended December 31, 2014 and 2013, and the unaudited consolidated financial statements of RevelOps as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014, are filed as Exhibit 99.1 to this Amendment No. 1 on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro Forma Financial Information |
The unaudited pro forma condensed combined financial information of RevelOps and the Company as of and for the nine months ended September 30, 2015 and the year ended December 31, 2014 is filed as Exhibit 99.2 to this Amendment No. 1 on Form 8-K/A and is incorporated herein by reference.
| | |
Exhibit No. | | Description |
| 23.1 | | Consent of PricewaterhouseCoopers LLP, independent accountants |
| |
| 99.1 | | Audited consolidated financial statements of RevelOps as of and for the years ended December 31, 2014 and 2013, and unaudited consolidated financial statements of RevelOps as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 |
| |
| 99.2 | | Unaudited pro forma condensed combined financial statements of RevelOps and the Company as of and for the nine months ended September 30, 2015 and the year ended December 31, 2014 |
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.
| | | | | | |
| | | | Rapid7, Inc. |
| | | |
| Dated: December 17, 2015 | | | | By: | | /s/ Steven Gatoff |
| | | | | | Steven Gatoff |
| | | | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| 23.1 | | Consent of PricewaterhouseCoopers LLP, independent accountants |
| |
| 99.1 | | Audited consolidated financial statements of RevelOps as of and for the years ended December 31, 2014 and 2013, and unaudited consolidated financial statements of RevelOps as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 |
| |
| 99.2 | | Unaudited pro forma condensed combined financial statements of Revelops and the Company as of and for the nine months ended September 30, 2015 and the year ended December 31, 2014 |
