PLURALSIGHT, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-04-07: Form 8-K; Period of report 2021-04-06; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.01.
- 2021-03-30: Form 8-K; Period of report 2021-03-29; Description 8.01 Other Events; Details 8.01.
- 2021-03-08: Form 8-K; Period of report 2021-03-02; Description 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.01.
- 2021-03-02: Form 8-K; Period of report 2021-03-02; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-04-07 | 8-K | 2021-04-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 The Offer and any withdrawal rights expired as of one minute after 11:59 p.m., New York City time, at the end of April 5, 2021 (the “Expiration Date”). 3.01 On April 6, 2021, the Company notified The Nasdaq Stock Market (“Nasdaq”) of the occurrence of the Pluralsight Merger and requested that trading in the Class A Shares be suspended and that the Class A Shares be withdrawn from listing on Nasdaq, effective prior to the opening of Nasdaq on April 6, 2021. 3.03 The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As a result of the consummation of the Offer and the Mergers, a change in control of the Company occurred. 5.02 On the date of the Pluralsight Merger, following the completion of the Mergers, the following persons became the only directors of the Surviving Corporation: Aaron Skonnard, Shannon Bracken and Franklin Reis. 5.03 Pursuant to the terms of the Amended and Restated Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Purchaser as in effect immediately prior to the Effective Time, except that the certificate of incorporation of the Surviving Corporation was amended so that the name of the Surviving Corporation will be “Pluralsight, Inc.”. 7.01 On April 6, 2021, the Company issued a press release announcing the completion of the Offer. | d134361d8k.htm |
| 2021-03-30 | 8-K | 2021-03-29 | 8.01 Other Events | 8.01 On March 29, 2021, Pluralsight, Inc. (“Pluralsight”), issued guidance for certain financial metrics for the quarter ended March 31, 2021, based on preliminary financial results for the quarter through March 29, 2021. | ps-20210329.htm |
| 2021-03-08 | 8-K | 2021-03-02 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.07 A special meeting (the “Special Meeting”) of the stockholders of Pluralsight was convened at 10:30 a.m., local time, on March 2, 2021. 8.01 On March 8, 2021, the Company and the Parent Entities issued a joint press release announcing the entry into the Amended and Restated Merger Agreement. | d101911d8k.htm |
| 2021-03-02 | 8-K | 2021-03-02 | 8.01 Other Events | 8.01 On March 2, 2021, Pluralsight, Inc. issued a press release regarding the adjournment of the Special Meeting of Stockholders scheduled to be held on March 2, 2021. | d149535d8k.htm |
| 2021-02-10 | 8-K | 2021-02-10 | 2.02 Results of Operations and Financial Condition | 2.02 On February 10, 2021, Pluralsight, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2020. | ps-20210210.htm |
| 2021-02-01 | 8-K | 2021-02-01 | 2.02 Results of Operations and Financial Condition | 2.02 On February 1, 2021, Pluralsight, Inc. (“Pluralsight”), announced certain preliminary financial results for the quarter and year ended December 31, 2020. | d76547d8k.htm |
| 2020-12-14 | 8-K | 2020-12-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 13, 2020, the Company and the Parent Entities issued a joint press release announcing the entry into the Merger Agreement. | d51165d8k.htm |
| 2020-11-05 | 8-K | 2020-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2020, Pluralsight, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2020. | ps-20201105.htm |
| 2020-07-29 | 8-K | 2020-07-29 | 2.02 Results of Operations and Financial Condition | 2.02 On July 29, 2020, Pluralsight, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2020. | psq220-8k.htm |
| 2020-06-08 | 8-K | 2020-06-08 | 8.01 Other Events | 8.01 Pluralsight, Inc. is filing the risk factors attached hereto as Exhibit 99.1 for the purpose of supplementing and updating the risk factor disclosure contained in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the Securities and Exchange Commission on April 29, 2020. | ps8-k20200608.htm |
| 2020-06-04 | 8-K | 2020-06-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 1, 2020, Nate Walkingshaw, Chief Experience Officer of Pluralsight, Inc. (the "Company") notified the Company of his intention to resign as Chief Experience Officer of the Company, and each of his other positions at the Company's affiliates and subsidiaries, effective July 13, 2020. | ps8-k20200602item502wa.htm |
| 2020-05-06 | 8-K | 2020-05-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2020 annual meeting of stockholders (the "Annual Meeting") of Pluralsight, Inc. (the "Company" or "our") was held on May 5, 2020. | pluralsight8-k20200506.htm |
| 2020-04-29 | 8-K | 2020-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2020, Pluralsight, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2020. | psq120-8k.htm |
| 2020-03-23 | 8-K | 2020-03-23 | 8.01 Other Events | 8.01 Pluralsight, Inc., a Delaware corporation (the "Company"), adopted amended and restated bylaws that became effective on May 21, 2018 (the "Bylaws"). | ps8-k20200323item801fo.htm |
| 2020-02-12 | 8-K | 2020-02-12 | 2.02 Results of Operations and Financial Condition | 2.02 On February 12, 2020, the Company issued a press release announcing its financial results for the quarter and year ended December 31, 2019. | psq419-8k.htm |
| 2019-10-30 | 8-K | 2019-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2019, the Company issued a press release announcing its financial results for the quarter ended September 30, 2019. | psq319-8k.htm |
| 2019-09-10 | 8-K | 2019-09-10 | 8.01 Other Events | 8.01 On September 6 and 9, 2019, Pluralsight, Inc. (the "Company") repurchased a total of approximately $40.0 million in aggregate principal amount of its 0.375% Convertible Senior Notes due 2024 (the "Notes") for approximately $35.0 million in cash. | ps091019-8k.htm |
| 2019-08-02 | 8-K | 2019-07-30 | 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 4.01 On July 31, 2019, the Audit Committee (the "Audit Committee") of the Board of Directors of Pluralsight, Inc. (the "Company") dismissed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm. 5.02 On July 30, 2019, the Company and Joseph DiBartolomeo, the Company’s Chief Revenue Officer mutually agreed that Mr. DiBartolomeo would step down from his position as Chief Revenue Officer and all other positions he holds with the Company and its affiliates and subsidiaries, effective as of August 1, 2019. | ps080219-8k.htm |
| 2019-07-31 | 8-K | 2019-07-31 | 2.02 Results of Operations and Financial Condition | 2.02 On July 31, 2019, the Company issued a press release announcing its financial results for the quarter ended June 30, 2019. | psq219-8k.htm |
| 2019-07-18 | 8-K/A | 2019-05-09 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Businesses Acquired. | ps8ka071819.htm |
| 2019-06-17 | 8-K | 2019-06-13 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 7.01 Regulation FD Disclosure | 4.02 (a) On June 13, 2019, the Board of Directors (the "Board") of Pluralsight, Inc. (the "Company"), in consultation with the Audit Committee of the Board (the "Audit Committee"), reached a determination that the Company's consolidated financial statements and related disclosures for the year ended December 31, 2018, audited by PricewaterhouseCoopers LLP ("PwC") and included in its Annual Report on Form 10-K (the "Form 10-K"), and the condensed consolidated financial statements for each of the quarterly and year-to-date periods ended June 30 and September 30, 2018 included in its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2018 and September 30, 2018 (the "10-Qs") (collectively, the "Relevant Periods"), contained an understatement of non-cash equity-based compensation resulting in an understatement of the net loss. 7.01 This information under this Item 7.01 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, as amended (the “Exchange Act”), otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | ps06172019-8k.htm |
| 2019-05-09 | 8-K | 2019-05-09 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On May 9, 2019 (the “Closing Date”), Pluralsight, Inc., a Delaware corporation (the “Company”) completed the previously-announced acquisition of GitPrime, Inc., a Delaware corporation (“GitPrime”) pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 30, 2019, by and among the Company, Sundance Merger Sub, Inc., an indirect subsidiary of the Company (“Merger Sub”), GitPrime, and Fortis Advisors LLC solely in its capacity as the representative of GitPrime’s securityholders. | pluralsight8-k20190519.htm |
| 2019-05-03 | 8-K | 2019-04-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2019 annual meeting of stockholders (the "Annual Meeting") of Pluralsight, Inc. (the "Company") was held on April 30, 2019. | ps8k-20190502.htm |
| 2019-05-01 | 8-K | 2019-04-30 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.02 On May 1, 2019, the Company issued a press release announcing its financial results for the quarter ended March 31, 2019. 8.01 On May 1, 2019, the Company issued a press release announcing the Merger. | psq119-8k.htm |
| 2019-03-11 | 8-K | 2019-03-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 is incorporated herein by reference. 3.02 The information set forth under Item 1.01 is incorporated herein by reference. | pluralsight8-k31119.htm |
| 2019-03-07 | 8-K | 2019-03-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 is incorporated herein by reference. 3.02 The information set forth under Item 1.01 is incorporated herein by reference. 8.01 On March 4, 2019, the Company issued a press release announcing its intention to offer $450 million aggregate principal amount of Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. | pluralsight8-k3719.htm |
| 2019-02-13 | 8-K | 2019-02-13 | 2.02 Results of Operations and Financial Condition | 2.02 On February 13, 2019, Pluralsight, Inc. (“Pluralsight”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2018. | psq418-8k.htm |
| 2018-12-21 | 8-K | 2018-12-21 | 8.01 Other Events | 8.01 Pluralsight, Inc., a Delaware corporation (the “Company”), adopted amended and restated bylaws that became effective on May 21, 2018 (the “Bylaws”). | pluralsight8-k20181221801.htm |
| 2018-10-31 | 8-K | 2018-10-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On October 30, 2018, the Board of Directors (the “Board”) of Pluralsight, Inc. (the “Company”) appointed Leah Johnson and Bonita Stewart as members of the Board, effective immediately. | ps103018-8k.htm |
| 2018-10-24 | 8-K | 2018-10-24 | 2.02 Results of Operations and Financial Condition | 2.02 On October 24, 2018, Pluralsight, Inc. (“Pluralsight”) issued a press release announcing its financial results for the quarter ended September 30, 2018. | psq318-8k.htm |
| 2018-09-04 | 8-K | 2018-08-31 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | pluralsight8-k08x31x18.htm |
| 2018-08-01 | 8-K | 2018-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2018, Pluralsight, Inc. (“Pluralsight”) issued a press release announcing its financial results for the quarter ended June 30, 2018. | psq218-8k.htm |