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): December 4, 2013

 


 

PROOFPOINT, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-35506

 

51-0414846

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification Number)

 

892 Ross Drive

 

 

Sunnyvale, California

 

94089

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (408) 517-4710

 

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):

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01     Other Events.

 

On December 4, 2013, Proofpoint, Inc. (“Proofpoint”) issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $150 million aggregate principal amount of convertible senior notes due in 2018.  Proofpoint also intends to grant to the initial purchasers of the notes the option to purchase up to an additional $22.5 million aggregate principal amount of notes.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Description of Exhibit

99.1

 

Press release dated December 4, 2013, announcing Proofpoint, Inc.’s proposed offering of convertible senior notes.

 

2



 

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.

 

 

PROOFPOINT, INC.

 

 

Date: December 4, 2013

By:

/s/ Paul Auvil

 

 

Paul Auvil
Chief Financial Officer

 

3



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description of Exhibit

99.1

 

Press release dated December 4, 2013, announcing Proofpoint, Inc.’s proposed offering of convertible senior notes.

 

4