8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 19, 2022

______________________

RINGCENTRAL, INC.

(Exact name of registrant as specified in its charter)

20 Davis Drive, Belmont, CA 94002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 472-4100

(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))

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

All values are in US Dollars.

Item 8.01     Other Events

Share Repurchase Program

As previously disclosed, on December 13, 2021, the board of directors of RingCentral, Inc., a Delaware corporation (the “Company”), authorized a share repurchase program under which it may repurchase up to $100 million of the Company's outstanding shares of Class A Common Stock. From July 1, 2022 through August 24, 2022, the Company repurchased and subsequently retired 419,214 shares of its Class A Common Stock for an aggregate amount of approximately $20 million. As of the date hereof, approximately $55 million remained available under the Company's share repurchase authorization.

Filing of Prospectus Supplement

The Company filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) dated August 19, 2022 to the prospectus dated November 12, 2019, which was included in the Company’s automatic shelf registration statement on Form S-3 (No. 333-234647)(the “Registration Statement”). The Prospectus Supplement relates to the resale from time to time of certain shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Shares”), by the stockholder referenced therein. In connection with the filing of the Prospectus Supplement, the legal opinion as to the legality of the Shares being registered is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

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.

Dated: August 23, 2022

Document

Exhibit 5.1

OPINION OF WILSON SONSINI GOODRICH & ROSATI

PROFESSIONAL CORPORATION

August 19, 2022

RingCentral, Inc.

20 Davis Drive

Belmont, California

Ladies and Gentlemen:

We have acted as counsel to RingCentral, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 271,351 shares (the “Shares”) of the Company’s Class A Common Stock, $0.0001 par value per share, issued to that certain selling stockholder referred to in the prospectus supplement dated August 19, 2022 (the “Prospectus Supplement”), pursuant to that certain Framework Agreement by and among the Company, Mitel US Holdings, Inc., and Mitel Networks (International) Limited, effective as of November 9, 2021. The Shares have been registered pursuant to a registration statement on Form S-3 (Registration No. 333-234647) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission on November 12, 2019.

We are acting as counsel for the Company in connection with the issuance and registration of the Shares. In such capacity, we have examined the Registration Statement, together with the exhibits thereto and the documents incorporated by reference therein; the base prospectus, dated November 12, 2019, together with the documents incorporated by reference therein, filed with the Registration Statement relating to the offering of each of the Shares (the “Prospectus”); and the Prospectus Supplement, dated August 19, 2022, in the form filed with the Commission pursuant to Rule 424(b) of the Securities Act relating to the registration and resale of the Shares. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus Supplement; and (v) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.

On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K and the incorporation by reference of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” included in or made a part of the Registration Statement and the Prospectus Supplement.