Amended Current Report Filing (8-k/a)
January 17 2020 - 4:40PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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)
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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:
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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. ¨
EXPLANATORY NOTE
This Amendment No. 1 amends the Current
Report on Form 8-K of CyrusOne Inc., a Maryland corporation (the “Company”), filed on January 13, 2020 to report the
departure of Mr. Venkatesh S. Durvasula (the “Original Form 8-K”). Except as set forth herein, no other modifications
have been made to the Original Form 8-K.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on January 8,
2020, the Company and Mr. Durvasula, mutually agreed that Mr. Durvasula will be leaving the Company to pursue other interests,
effective as of March 1, 2020 (the “Termination Date”). In connection with Mr. Durvasula’s departure, CyrusOne
LLC, a subsidiary of the Company (the “Subsidiary”), and Mr. Durvasula entered into a Transition and Separation Agreement,
dated January 13, 2020 (the “Transition and Separation Agreement”), pursuant to which Mr. Durvasula agreed to provide
consulting services to the Subsidiary from the Termination Date until June 30, 2020, for which he will receive a lump-sum payment
of $366,666.00. The Transition and Separation Agreement also provides for the severance payments and benefits Mr. Durvasula would
have been entitled to upon a Termination Other than for Cause, Death or Disability under the terms of the Employment Agreement,
dated January 24, 2013, between the Subsidiary and Mr. Durvasula, which was filed with the Securities and Exchange Commission
(the “SEC”) on March 29, 2013 as Exhibit 10.18 to the Company’s Annual Report on Form 10-K (the “Employment
Agreement”), as modified by the Offer Letter, dated November 6, 2018, which was filed with the SEC on February 22, 2019
as Exhibit 10.15(b) to the Company’s Annual Report on Form 10-K (the “Offer Letter”), except that, as of the
Termination Date, all currently unvested equity awards will become vested (with performance-based equity awards vesting at target
level of performance). The foregoing summary of (i) the Transition and Separation Agreement is qualified in its entirety by reference
to the full text of the Transition and Separation Agreement, which is attached hereto as Exhibit 10.1, and (ii) the Employment
Agreement and Offer Letter are each qualified in their entirety by reference to the full text of the Employment Agreement or Offer
Letter, as applicable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 17, 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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