SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 18, 2019
PALO ALTO NETWORKS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
3000 Tannery Way
Santa Clara, California 95054
|(Address of principal executive office, including zip code)|
(Registrants telephone number, including area code)
(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)
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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. ☐
This Form 8-K/A amends and supplements our Form 8-K filed on February 19, 2019 (the Original 8-K) to provide final information regarding the number of shares issued in connection with the closing of the acquisition of Demisto, Inc., a Delaware corporation (the Company) by Palo Alto Networks, Inc., a Delaware corporation (the Parent).
Item 3.02 Unregistered Sales of Equity Securities.
As previously reported, on February 18, 2019, Parent, certain of its wholly owned subsidiaries, the Company and Fortis Advisors LLC (solely in its capacity as the representative of the stockholders of the Company) entered into a Merger Agreement (the Merger Agreement) pursuant to which Parent agreed to issue shares of its common stock as consideration for certain securities of the Company held by certain stockholders of the Company in accordance with the terms and pursuant to the conditions of the Merger Agreement. As previously disclosed, at the time of the filing of the Original 8-K, the number of shares to be issued in connection with the transactions contemplated by the Merger Agreement was not known because the number of shares of Parent common stock to be issued to certain stockholders of the Company was based on (x) the elections of such stockholders of the Company, which elections were subject to upward or downward adjustment as set forth in the Merger Agreement and (y) the average closing price of Parent common stock on the New York Stock Exchange for the period of 20 consecutive trading days ending on (and including) the third day immediately prior to the closing of the transactions contemplated by the Merger Agreement.
The closing of the transactions contemplated by the Merger Agreement occurred on March 28, 2019 and Parent issued an aggregate of 1,184,019 shares of its common stock to certain stockholders of the Company in accordance with the terms of the Merger Agreement.
The issuance of shares of common stock of Parent pursuant to the Merger Agreement was made solely to accredited investors, and thus in reliance on one or more exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), including Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act or in reliance on Regulation S promulgated under the Securities Act.
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.
|PALO ALTO NETWORKS, INC.|
|By:||/s/ KATHLEEN BONANNO|
|Chief Financial Officer|
Date: March 28, 2019