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 22, 2019
Talend S.A.
(Exact name of registrant as specified in its charter)
France |
| 001-37825 |
| Not Applicable |
(State or other jurisdiction of |
| (Commission File Number) |
| (IRS Employer |
9, rue Pages | | | | |
Suresnes, France | | | | 92150 |
(Address of principal executive offices) | | | | (Zip Code) |
+33 (0) 1 46 25 06 00
(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 Form 8-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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol (s) | Name of exchange on which registered |
American Depositary Shares, each representing one ordinary share, nominal value €0.08 per share | TLND | The NASDAQ Stock Market LLC |
Ordinary shares, nominal value €0.08 per share* | | The NASDAQ Stock Market LLC* |
* Not for trading, but only in connection with the listing of the American Depositary Shares on the NASDAQ Stock Market LLC.
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. ☐
Item 5.02.Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On August 22, 2019, the Board of Directors (the “Board”) of Talend S.A. (the “Company”) adopted amendments to the 2017 Employee Stock Purchase Plan (as amended, the “Amended and Restated 2017 ESPP”).
The amendments reflect that, pursuant to a delegation of authority to the Board granted by shareholders at the Annual Combined General Meeting of shareholders on June 25, 2019, the aggregate maximum number of shares reserved for issuance under the Amended and Restated 2017 ESPP is 679,484 ordinary shares, par value €0.08 per share, each represented by one American Depositary Share (“ADS”), which consist of: (x) 571,000 ordinary shares (represented by ADSs) issuable from June 25, 2019 through and including December 25, 2020; and (y) the past issuance of 108,484 ordinary shares (represented by ADSs) under the Amended and Restated 2017 ESPP prior to June 25, 2019.
The summary of the Amended and Restated 2017 ESPP is qualified in its entirety by reference to the full text of the Amended and Restated 2017 ESPP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On August 22, 2019, the Board approved an update to Article 6 of the Company’s By-laws, effective immediately, solely to reflect an adjustment in the Company’s share capital as a result of shares issued upon completion of an offering purchase period under the Amended and Restated 2017 ESPP.
The foregoing description is qualified in its entirety by reference to the full text of the By-laws, the English translation of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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.
| Talend S.A. | |
| ||
| By: | /s/ Aaron Ross |
| Aaron Ross | |
| General Counsel |
Date: August 22, 2019