false0001124610 0001124610 2020-03-26 2020-03-26


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): March 26, 2020
VMWARE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-33622
 
94-3292913
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
3401 Hillview Avenue
Palo Alto
CA
 
94304
(Address of Principal Executive Offices)
 
(Zip code)
Registrant’s telephone number, including area code: (650) 427-5000
N/A
(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
Class A common stock
 
VMW
 
New York Stock Exchange
 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 7.01.    Regulation FD Disclosure
 
As part of its fourth quarter earnings announcement on February 27, 2020, VMware provided financial guidance for the first quarter of fiscal 2021 and for full year fiscal 2021. As described in the risk factors contained in VMware’s annual report on Form 10-K filed on March 26, 2020, VMware is unable to predict the extent to which the global COVID-19 pandemic may adversely impact its business operations, financial performance and results of operations.  As a result of the increased level of uncertainty arising between the earnings announcement and the filing of the Form 10-K, VMware has determined that it is necessary to withdraw its previously issued financial guidance. VMware plans to provide more information during its first quarter earnings call based on the information available at that time.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.





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.
Date: March 26, 2020

 
 
VMware, Inc.
 
 
 
By:
 
/s/ Craig Norris
 
 
Craig Norris
 
 
Vice President, Deputy General Counsel and Assistant Secretary




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