UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 28, 2020
Microsoft Corporation
(Exact name of registrant as specified in its charter)
| | | | |
Washington | | 001-37845 | | 91-1144442 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
One Microsoft Way, Redmond, Washington | | 98052-6399 |
(address)
(425) 882-8080
www.microsoft.com/investor
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 | | | Name of exchange on which registered | |
Common stock, $0.00000625 par value per share | | | MSFT | | | | NASDAQ | |
2.125% Notes due 2021 | | | MSFT | | | | NASDAQ | |
3.125% Notes due 2028 | | | MSFT | | | | NASDAQ | |
2.625% Notes due 2033 | | | MSFT | | | | NASDAQ | |
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 7.01. Regulation FD Disclosure
On March 28, 2020, Microsoft Corporation posted an entry on the Microsoft Azure Blog, a site directed primarily at customers, partners, and other parties interested in developments in Azure technologies and services. The post contained, among other information, a statement that “We have seen a 775 percent increase of our cloud services in regions that have enforced social distancing or shelter in place orders.” The metric in this statement was intended to refer only to a specific cloud-based service, Teams calling and meeting monthly users, in a specific country, Italy. The statement was not intended to provide information about the performance of Azure and cloud services generally, Microsoft’s Intelligent Cloud segment, or Microsoft as a whole. We corrected the blog entry to clarify the nature of this information on March 30, 2020. A copy of the corrected blog is filed as Exhibit 99.1 and may be viewed at https://azure.microsoft.com/en-us/blog/update-2-on-microsoft-cloud-services-continuity/.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
SIGNATURE
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.
| | |
| | MICROSOFT CORPORATION |
| | (Registrant) |
| | | |
Date: March 31, 2020 | | /s/ Frank H. Brod |
| | Frank H. Brod |
| | Corporate Vice President, Finance and Administration; Chief Accounting Officer |
