Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement, at the effective time of the First Merger (the
"First Effective Time"), each share of Class A common stock, par value 0.0001
per share, of Slack and each share of Slack Class B common stock, par value
0.0001 per share, of Slack (collectively, the "Slack Shares") issued and
outstanding immediately prior to the First Effective Time (other than Slack
Shares owned directly or indirectly by the Company, Slack or any of their
respective subsidiaries immediately prior to the First Effective Time or Slack
Shares covered by Slack restricted share awards) was automatically converted
into the right to receive 0.0776 shares of common stock, par value 0.001, of the
Company (the "Company Shares") and
The foregoing descriptions of the Mergers and the Merger Agreement in this Item
2.01 do not purport to be complete and are qualified in their entirety by
reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to
Salesforce's Current Report on Form 8-K, filed with the
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the completion of the Mergers, on the Closing Date, the
Company, Slack,
As a result of the Mergers, and pursuant to the Second Supplemental Indenture, the Convertible Notes are no longer convertible into Slack Shares. Instead, subject to the terms and conditions of the Indenture, the Convertible Notes will be convertible into cash and Company Shares in proportion to the Merger Consideration payable pursuant to the Merger Agreement, pursuant to the "Reference Property" provisions in the Indenture. This Current Report on Form 8-K does not constitute an offer or solicitation with respect to any securities.
The foregoing descriptions of the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, copies of which are attached as Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On
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The information in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into 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 filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofDecember 1, 2020 , by and among Slack Technologies, Inc.,salesforce.com , inc.,Skyline Strategies I Inc. andSkyline Strategies II LLC (incorporated by reference to Exhibit 2.1 to Salesforce's Current Report on Form 8-K filed onDecember 1, 2020 )* 4.1 Indenture, datedApril 9, 2020 , between Slack Technologies, Inc. andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.1 to Slack Technologies, Inc.'s Form 8-K filed onApril 9, 2020 ) 4.2 First Supplemental Indenture, dated as ofFebruary 10, 2021 , between Slack Technologies, Inc. andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.1 to Slack Technologies, Inc.'s Form 8-K filed onFebruary 11, 2021 ) 4.3 Second Supplemental Indenture, datedJuly 21, 2021 , among Slack Technologies, Inc.,Salesforce.com, Inc. ,Skyline Strategies II LLC andU.S. Bank National Association , as trustee 99.1 Press Release, datedJuly 21, 2021 104 The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101)
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K, and Slack agrees to furnish supplementally to the
any omitted exhibits or schedules upon request; provided that the Company may
request confidential treatment pursuant to Rule 24b-2 of the Exchange Act.
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