UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
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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) | |||||
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| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 28, 2019, Workiva Inc. (the “Company,” “we” or “us”) completed the sale of $45,000,000 million aggregate principal amount of its 1.125% Convertible Senior Notes due 2026 (the “Additional Notes”). The Additional Notes were sold to the initial purchasers pursuant to the initial purchasers’ full exercise of their option to purchase such notes, granted in connection with the previously disclosed offering of $300 million aggregate principal amount of the Company’s 1.125% Convertible Senior Notes due 2026 (the “Initial Notes” and, together with the Additional Notes, the “Notes”), which closed on August 16, 2019. The Additional Notes have the same terms, and were issued under the same Indenture, dated as of August 16, 2019, between the Company and U.S. Bank National Association, as trustee (the “Indenture”), as the Initial Notes, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2019 (the “Initial Form 8-K”). The net proceeds, before expenses, from the sale of the Additional Notes were approximately $43,875,000. The Notes were sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The information set forth in Item 2.03 of the Initial Form 8-K is incorporated herein by reference.
These descriptions of the Indenture and the Notes are qualified in their entirety by reference to the Indenture and Form of Global Note, which are filed as Exhibit 4.1 to the Initial Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
We offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Notes and the shares of Class A common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of Class A common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Class A common stock.
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
Exhibit Number | Description | |||||||
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
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 on this 28th day of August, 2019.
WORKIVA INC. | |||||
By: | /s/ J. Stuart Miller | ||||
Name: | J. Stuart Miller | ||||
Title: | Executive Vice President and Chief Financial Officer | ||||