Business Context and Reporting Period
Company: Salesforce, Inc.
Filing Type: Form 8-K (Current Report)
Date: August 13, 2012
Event: Completion of the acquisition of Buddy Media, Inc.
Key Financial Metrics and Transaction Details
This filing reports a specific acquisition transaction rather than periodic financial performance metrics (revenue, profit, cash flow, margins, or debt levels are not disclosed in this document).
- Total Consideration: Approximately $475 million in cash plus approximately 1.4 million newly issued shares of Company common stock.
- Additional Equity: Approximately 287,000 restricted shares issued to Buddy Media founders and restricted stock holders, subject to forfeiture upon termination.
- Option Conversion: Existing Buddy Media stock options and restricted stock units were converted into Company Common Stock equivalents based on Merger Agreement formulas.
- Funding Source: The cash portion was funded through the Company's existing cash and cash equivalents.
Material Changes
On August 13, 2012, Salesforce completed the merger of Buddy Media, Inc. into a wholly owned subsidiary. Buddy Media survives the merger as a wholly owned subsidiary of Salesforce. This represents a material change in the Company's asset base and equity structure due to the issuance of new shares and the expenditure of cash.
Guidance, Outlook, and Contingencies
Financial Statements: The filing does not contain immediate financial statements or pro forma financial information for the acquired business. These are scheduled to be filed by amendment of this Form 8-K by October 23, 2012.
Regulatory Compliance: The shares issued as consideration were sold pursuant to exemptions from registration under Section 4(2) and/or Regulation D and/or Regulation S of the Securities Act of 1933.
Management Commentary: The filing provides a summary of the Merger Agreement but refers investors to the full text of the Agreement (Exhibit 2.1) for complete details.
Investor Verification Checklist
- Verify the final purchase price and share count upon the filing of the amended Form 8-K by October 23, 2012.
- Review the pro forma financial information to be filed by October 23, 2012, to assess the impact of the acquisition on earnings and cash flow.
- Examine the forfeiture conditions attached to the 287,000 restricted shares issued to Buddy Media founders.
- Confirm the conversion formulas used for Buddy Media stock options and restricted stock units in the full Merger Agreement (Exhibit 2.1).