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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):
 May 19, 2020

FORESCOUT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-38253
 
51-0406800
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
190 West Tasman Drive
San Jose, California 95134
(Address of principal executive offices, including zip code)
(408) 213-3191
(Registrant’s telephone number, including area code)
Not Applicable
(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))

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

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
FSCT
The NASDAQ Global Market

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. ☐





Item 8.01.    Other Events.
On February 6, 2020, Forescout Technologies, Inc. (the “Company”) announced its entry into an Agreement and Plan of Merger, dated February 6, 2020 (as it may be amended from time to time, the “Merger Agreement”), between Ferrari Group Holdings, L.P. (“Parent”), Ferrari Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company. Parent and Merger Sub are affiliates of Advent International Corporation. The Merger Agreement provides for Merger Sub to be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
On May 15, 2020, Parent provided notice to Forescout that it would not be proceeding to consummate the Merger on May 18, 2020, as scheduled.
On May 19, 2020, the Company filed a lawsuit in the Delaware Court of Chancery seeking, among other things, relief against Parent and Merger Sub for breach of the Merger Agreement and an order of specific performance requiring them to comply with the obligation to close.
On May 20, 2020, the Company issued a press release concerning the lawsuit.
A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits
Exhibit No.
 
Description
99.1
 




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
FORESCOUT TECHNOLOGIES, INC.
 
 
 
Date: May 20, 2020
By:
/s/ Darren J. Milliken
 
 
Darren J. Milliken
Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

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