Slack Technologies, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-07-21: Form 8-K; Period of report 2021-07-21; Description 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; 8.01 Other Events; Details 2.01.
- 2021-07-21: Form 8-K; Period of report 2021-07-16; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant; Details 1.01.
- 2021-07-19: Form 8-K; Period of report 2021-07-16; Description 8.01 Other Events; Details 8.01.
- 2021-06-03: Form 8-K; Period of report 2021-06-03; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-07-21 | 8-K | 2021-07-21 | 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; 8.01 Other Events | 2.01 On July 21, 2021 (the “Closing Date”), Salesforce completed its previously announced acquisition of Slack. 3.01 On the Closing Date, Slack notified The New York Stock Exchange (the “NYSE”) that the First Merger had been completed, and requested that the NYSE (i) suspend trading of Slack’s Class A common stock on the NYSE, (ii) withdraw Slack’s Class A common stock from listing on the NYSE prior to the open of trading on the Closing Date and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), on Form 25 in order to effect the delisting of Slack’s Class A common stock from the NYSE and deregister Slack’s Class A common stock under Section 12(b) of the Exchange Act. 3.03 The information set forth in Items 2.01, 3.01, 5.01 and 5.03 is incorporated by reference into this Item 3.03. 5.01 As a result of the First Merger, a change of control of Slack occurred on the Closing Date and Slack became a wholly owned subsidiary of Salesforce. 5.02 In connection with the First Merger, at the First Effective Time, (i) each then-existing member of the board of directors of Slack (the “Board”)—Andrew Braccia, Stewart Butterfield, Edith Cooper, Sarah Friar, Sheila Jordan, Mike McNamara, John O’Farrell and Graham Smith—ceased serving in such capacity and (ii) each then-existing executive officer of Slack—Stewart Butterfield, Allen Shim, Robert Frati, Cal Henderson, David Schellhase and Tamar Yehoshua—ceased serving in their respective corporate offices of Slack. 5.03 At the Second Effective Time, the certificate of formation of Merger Sub II, as in effect immediately prior to the Second Effective Time and as set forth on Exhibit 3.1 hereto, which is incorporated by reference into this Item 5.03, became the certificate of formation of the surviving company in the Second Merger, except that the surviving company’s name was changed to Slack Technologies, LLC. 8.01 On the Closing Date, Slack entered into a Pledge Agreement with Salesforce.com/Foundation, a California public benefit corporation (the “Foundation”). | d171429d8k.htm |
| 2021-07-21 | 8-K | 2021-07-16 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant | 1.01 Entry into a Material Definitive Agreement. 1.02 On July 16, 2021, Slack terminated that certain Revolving Credit and Guaranty Agreement, dated as of May 30, 2019, by and among Slack, the guarantors party thereto from time to time, the lenders and issuing banks party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). 2.01 On the Closing Date, Salesforce completed its previously announced acquisition of Slack. 5.01 As a result of the First Merger, a change of control of Slack occurred on the Closing Date and Slack became a wholly owned subsidiary of Salesforce. | d205267d8k.htm |
| 2021-07-19 | 8-K | 2021-07-16 | 8.01 Other Events | 8.01 As previously disclosed, on December 1, 2020, Slack Technologies, Inc. (“Slack” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with salesforce.com, inc. | d187561d8k.htm |
| 2021-06-03 | 8-K | 2021-06-03 | 2.02 Results of Operations and Financial Condition | 2.02 On June 3, 2021, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended April 30, 2021. | work-20210603.htm |
| 2021-03-10 | 8-K | 2021-03-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As disclosed in a previously filed Current Report on Form 8-K, on December 1, 2020, Slack Technologies, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with salesforce.com, inc. | work-20210304.htm |
| 2021-03-04 | 8-K | 2021-03-04 | 2.02 Results of Operations and Financial Condition | 2.02 On March 4, 2021, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended January 31, 2021. | work-20210304.htm |
| 2021-03-03 | 8-K | 2021-03-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 2, 2021, Slack Technologies, Inc. (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated December 1, 2020, by and among the Company, salesforce.com, inc. | d334307d8k.htm |
| 2021-02-25 | 8-K | 2021-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2021, Slack Technologies, Inc. (the “Company”) issued a press release announcing certain preliminary financial and business results for the fiscal quarter and year ended January 31, 2021. | work-20210225.htm |
| 2021-02-22 | 8-K | 2021-02-22 | 8.01 Other Events | 8.01 On December 1, 2020, Slack Technologies, Inc. (“Slack” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with salesforce.com, inc. | d114862d8k.htm |
| 2021-02-16 | 8-K | 2021-02-16 | 8.01 Other Events | 8.01 As previously disclosed, on December 1, 2020, Slack Technologies, Inc. (“Slack” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with salesforce.com, inc. | d127489d8k.htm |
| 2021-02-11 | 8-K | 2021-02-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d11789d8k.htm |
| 2020-12-18 | 8-K | 2020-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 17, 2020, the board of directors (the “Board”) of Slack Technologies, Inc. (the “Company”) amended and restated the Company’s Executive Severance Plan (the “Amended and Restated Severance Plan”), effective December 17, 2020, to (i) amend the definition of “Change in Control Period” to include the period of time beginning three months prior to the date of a Change in Control and (ii) include forfeiture provisions requiring repayment of severance amounts if it is ultimately determined that the Covered Executive committed certain prohibited conduct constituting “Cause” while employed by the Company. | work-20201217.htm |
| 2020-12-01 | 8-K | 2020-12-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 1, 2020, Salesforce and the Company issued a joint press release announcing entry into the Merger Agreement. | d59995d8k.htm |
| 2020-12-01 | 8-K | 2020-12-01 | 2.02 Results of Operations and Financial Condition | 2.02 On December 1, 2020, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended October 31, 2020. | d10416d8k.htm |
| 2020-09-08 | 8-K | 2020-09-08 | 2.02 Results of Operations and Financial Condition | 2.02 On September 8, 2020, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended July 31, 2020. | work-20200908.htm |
| 2020-06-23 | 8-K | 2020-06-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 19, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). | a8-kannualmeeting.htm |
| 2020-06-04 | 8-K | 2020-06-04 | 2.02 Results of Operations and Financial Condition | 2.02 On June 4, 2020, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended April 30, 2020. | a8-k6420.htm |
| 2020-04-09 | 8-K | 2020-04-06 | 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 On April 9, 2020, Slack Technologies, Inc. (the “Company”) issued $862.5 million in aggregate principal amount of 0.50% Convertible Senior Notes due 2025 (the “Notes”), pursuant to an Indenture dated April 9, 2020 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), in a private offering to qualified institutional buyers (the “Note Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). 2.03 The information provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 2.03. 3.02 The information provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 3.02. | a040920form8-k.htm |
| 2020-04-07 | 8-K | 2020-04-06 | 8.01 Other Events | 8.01 On April 6, 2020, Slack Technologies, Inc. (the “Company”) issued a press release announcing the Company’s proposed private offering of $600 million aggregate principal amount of convertible senior notes due 2025 pursuant to Rule 144A under the Securities Act of 1933, as amended. | a040620-8xk.htm |
| 2020-03-19 | 8-K | 2020-03-18 | 8.01 Other Events | 8.01 On March 18, 2020, Slack Technologies, Inc. (“Slack”) announced that from February 1, 2020 to March 18, 2020, Slack added approximately 7,000 new paid customers. | a031920-8xk.htm |
| 2020-03-12 | 8-K | 2020-03-12 | 2.02 Results of Operations and Financial Condition | 2.02 On March 12, 2020, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended January 31, 2020. | a8-k31220.htm |
| 2020-02-10 | 8-K | 2020-02-10 | 7.01 Regulation FD Disclosure | 7.01 On February 10, 2020, a Business Insider article was published about Slack Technologies, Inc. (“Slack”). | a8-kxitem701.htm |
| 2020-01-16 | 8-K/A | 2019-12-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | mcnamara8-ka.htm |
| 2020-01-16 | 8-K/A | 2019-09-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | jordan8-ka.htm |
| 2019-12-04 | 8-K | 2019-12-02 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On December 4, 2019, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended October 31, 2019. 5.02 On December 2, 2019, Chamath Palihapitiya notified the Company’s board of directors (the “Board”) of his intention to resign from his position as a Class II director, effective as of December 4, 2019. | a8-k12419.htm |
| 2019-09-25 | 8-K | 2019-09-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | form8-kxnewdirector.htm |
| 2019-09-04 | 8-K | 2019-09-04 | 2.02 Results of Operations and Financial Condition | 2.02 On September 4, 2019, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended July 31, 2019. | a8-k9419.htm |
| 2019-06-19 | 8-K | 2019-06-19 | 8.01 Other Events | 8.01 On June 19, 2019, Slack Technologies, Inc. issued a press release announcing the number of outstanding shares of Class A common stock and Class B common stock. | slack8k.htm |
| 2019-06-14 | 8-K | 2019-06-14 | 8.01 Other Events | 8.01 On June 14, 2019, Slack Technologies, Inc. issued a press release announcing the number of outstanding shares of Class A common stock and Class B common stock. | slack8-k61419.htm |
| 2019-06-10 | 8-K | 2019-06-10 | 2.02 Results of Operations and Financial Condition | 2.02 On June 10, 2019, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended April 30, 2019 and its financial outlook for the second quarter ending July 31, 2019 and the fiscal year ending January 31, 2020. | slack8-k.htm |