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 3, 2019
___________________________________
CLOUDERA, INC.
(Exact name of Registrant as specified in its charter)
___________________________________
Delaware
 
001‑38069
 
26‑2922329
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
395 Page Mill Road
Palo Alto, CA 94306
(Address of principal executive offices and zip code)
(650) 362‑0488
(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:
¨
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))
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. ¨


EXPLANATORY NOTE
On January 3, 2019, Cloudera, Inc. (“ Cloudera ”) filed with the Securities and Exchange Commission (the “ SEC ”), a Current Report on Form 8-K (the “ Initial Form 8-K ”) disclosing that on January 3, 2019, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018, by and among Cloudera, Inc., a Delaware corporation (“ Cloudera ”), Surf Merger Corporation, a Delaware corporation (“ Merger Sub ”) and Hortonworks, Inc., a Delaware corporation (“ Hortonworks ”), Merger Sub merged with and into Hortonworks, with Hortonworks continuing as the surviving corporation (the “ Merger ”).
In the Initial Form 8-K, Cloudera stated its intention to file the historical financial statements of Hortonworks and the pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K not later than 71 calendar days after the date that the Initial Form 8-K was required to be filed with the SEC. On January 9, 2019, pursuant to the instructions to Item 9.01 of Form 8-K, Cloudera filed Amendment No. 1 to the Current Report on Form 8-K/A ( “ Amendment No. 1 ”), which amended the Initial Form 8-K in order to provide the required financial information. The purpose of this Amendment No. 2 to the Current Report on Form 8-K/A is to amend the pro forma financial information filed as Exhibit 99.3 to Amendment No. 1. The Initial Form 8-K, as amended by Amendment No. 1, otherwise remains the same and the Items therein are hereby incorporated by reference into this Current Report on Form 8-K/A.
Item 9.01.
Financial Statements and Exhibits.
(a)
Pro Forma Financial Information .
Attached hereto and included herein as the following exhibit:
(b)
Exhibits .


SIGNATURE
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.
Date: March 8, 2019
CLOUDERA, INC
 
 
 
 
By:
/s/ David Middler
 
Name:
David Middler
 
Title:
Chief Legal Officer

Cloudera (NYSE:CLDR)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Cloudera Charts.
Cloudera (NYSE:CLDR)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Cloudera Charts.