Current Report Filing (8-k)
July 27 2021 - 6:02AM
Edgar (US Regulatory)
false 0001540184 0001540184 2021-07-26 2021-07-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 26, 2021
MEDALLIA, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-38982
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77-0558353
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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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575 Market Street, Suite 1850
San Francisco, California 94105
(Address of principal executive offices)
(605) 321-3000
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 Shares ($0.001 par value)
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MDLA
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New York Stock Exchange
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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐ 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.
On July 26, 2021, Medallia, Inc. (“Medallia”) and affiliates of Thoma Bravo, L.P. announced the execution of an Agreement and Plan of Merger, dated July 25, 2021, between Project Metal Parent, LLC (“Parent”), Project Metal Merger Sub, Inc. (“Merger Sub”) and Medallia. Parent and Merger Sub are affiliates of Thoma Bravo Fund XIV, L.P., an investment fund managed by Thoma Bravo, L.P. A copy of Medallia’s press release announcing the transaction is attached as Exhibit 99.1 and incorporated by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
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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MEDALLIA, INC.
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Date: July 26, 2021
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By:
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/s/ Roxanne M. Oulman
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Name: Roxanne M Oulman
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Title: Chief Financial Officer
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