Salesforce, Inc 8-K, filed May 12, 2021
Salesforce, Inc. (CRM)
8-K
2021-05-12
For: 2021-05-06
View Original
Added on
April 08, 2026
About this 8-K
Salesforce, Inc filed this 8-K on May 12, 2021, reporting on events of May 6, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
_________________________________________________________
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (415 ) 901-7000
N/A
(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 each exchange on which registered | |||||||||||||||
| , Inc. | |||||||||||||||||
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 8.01 Other Events.
On May 6, 2021, salesforce.com, inc. (the “Company”) became aware of an unsolicited “mini-tender” offer by Tutanota LLC (“Tutanota”) to purchase up to 1,000,000 shares of the Company's common stock at an offer price of $240.00 per share. The number of shares subject to Tutanota’s offer represent approximately 0.11% of the Company’s common stock outstanding as of the date of the offer.
On May 12, 2021, the Company issued the press release attached to this Report as Exhibit 99.1, informing its stockholders that the Company does not endorse Tutanota’s unsolicited mini-tender offer and recommending that stockholders do not tender their shares. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with Tutanota’s offering documents. The offer, as amended, is currently scheduled to expire at 5:00 p.m., New York City time, on Friday, April 1, 2022, but Tutanota may extend the offering period at its discretion. The offer was previously scheduled to expire at 5:00 p.m., New York City time, on Friday, May 7, 2021.
The Company is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation. Additional information concerning mini-tenders is included in the attached press release.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | May 12, 2021 | salesforce.com, inc. | |||||||||
/s/ Todd Machtmes | |||||||||||
| Todd Machtmes Executive Vice President and General Counsel | |||||||||||
Exhibit 99.1
Evan Goldstein
Salesforce Investor Relations
415-819-2987
evan.goldstein@salesforce.com
Stephanie Barnes
Salesforce Public Relations
415.722.0883
stephanie.barnes@salesforce.com
Salesforce Recommends Stockholders Reject “Mini-Tender” Offer
by Tutanota LLC
SAN FRANCISCO, Calif. - May 12, 2021 - Salesforce (NYSE: CRM), the global leader in CRM, today announced that it recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC (Tutanota) to purchase up to 1 million of Salesforce’s common stock, representing significantly less than one percent of Salesforce’s common stock outstanding. The offer price of $240 per share is conditioned on, among other things, the closing price per share of Salesforce’s common stock exceeding $240 per share on the last trading day before the offer expires. This means that Tutanota’s offer will only be accepted if its offer price is below the closing market price.
Salesforce recommends that stockholders do not tender their shares in response to Tutanota’s offer because the offer is at a price below a conditional market price for Salesforce’s common stock and subject to numerous additional conditions. Stockholders who have already tendered their shares may withdraw them at any time prior to 5:00 p.m., New York City time, on Friday, April 1, 2022, in accordance with the offering documents.
Salesforce does not endorse Tutanota’s unsolicited mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer, or its mini-tender offer documents.
Tutanota’s mini-tender offer seeks less than 5 percent of Salesforce’s outstanding common stock. Mini-tender offers seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. In a statement to investors, the SEC cautioned investors that some bidders make mini-tender offers at below-market prices, saying it believes that these bidders are, “hoping that they will catch investors off-guard if the investors do not compare the offer price to the current market price.”
The SEC’s guidance to investors on mini-tenders is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. Tutanota has made similar unsolicited mini-tender offers for stock of other public companies. Salesforce encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanota’s mini-tender offer. Salesforce requests that a copy of this news release be included with all distributions of materials related to Tutanota’s mini-tender offer related to Salesforce’s common stock.
About Salesforce
Salesforce, the global CRM leader, empowers companies of every size and industry to digitally transform and create a 360° view of their customers. For more information about Salesforce (NYSE: CRM), visit: www.salesforce.com.