Current Report Filing (8-k)
January 13 2020 - 8:39AM
Edgar (US Regulatory)
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2020-01-07
2020-01-08
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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):
January 8, 2020
CYRUSONE INC.
(Exact Name of Registrant as Specified in
its Charter)
Maryland
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001-35789
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46-0691837
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2850 N. Harwood St., Suite 2200,
Dallas, TX 75201
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (972) 350-0060
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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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CONE
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The NASDAQ Global Select Market
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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 (17 CFR §230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
January 8, 2020, CyrusOne Inc., a Maryland corporation (the “Company”), and its President of Europe, Venkatesh S.
Durvasula, mutually agreed that Mr. Durvasula will be leaving the Company to pursue other interests, effective as of March, 1
2020. Matt Pullen, Managing Director of Europe, will assume his responsibilities. The Company expects Mr. Durvasula to remain
in a consultant role through June 30, 2020. In connection with Mr. Durvasula’s departure, the Company and Mr. Durvasula
are currently negotiating the details of the severance benefits to which Mr. Durvasula will be entitled.
Item
8.01 Other Events.
On
January 10, 2020, the Company implemented a workforce reduction that impacted 55 employees, representing approximately 12% of
the Company’s workforce. Affected employees will receive severance, and customary transition assistance will be provided.
The workforce reduction was made in response to the continued moderation in demand from hyperscale customers and to reduce the
Company’s cost structure to more closely align the business with current market conditions. Annualized cash compensation
and benefit savings as a result of the workforce reduction and the events disclosed in Item 5.02 of this Form 8-K is approximately
$10.7 million, and the Company expects to incur an estimated charge of approximately $5.9 million with respect to such matters
in the first quarter of 2020.
Cautionary
Statement Regarding Forward-Looking Statements
This
Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995
and includes this statement for purposes of complying with these safe harbor provisions. All statements, other than statements
of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations,
estimates, forecasts, and projections about the industries in which the Company operates and the beliefs and assumptions of the
Company’s management. Words such as “expects,” “anticipates,” “predicts,” “projects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,”
“endeavors,” “strives,” “may,” variations of such words and similar expressions are intended
to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future
financial performance, the Company’s anticipated growth and trends in the Company’s businesses, and other characterizations
of future events or circumstances are forward-looking statements. Readers are cautioned these forward-looking statements are based
on current expectations and assumptions that are subject to risks and uncertainties, which could cause the Company’s actual
results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed in this release and those discussed in other documents
the Company files with the Securities and Exchange Commission (the “SEC”). More information on potential risks and
uncertainties is available in the Company’s recent filings with the SEC,
including the Company’s Form 10-K report, Form 10-Q reports, and Form 8-K reports. The Company disclaims any obligation
other than as required by law to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions
or factors or for new information, data or methods, future events or other changes.
SIGNATURES
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.
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CYRUSONE INC.
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Date: January 13, 2020
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By:
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/s/ Robert M. Jackson
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Robert M. Jackson
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Executive Vice President, General
Counsel and Secretary
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