Current Report Filing (8-k)
December 08 2016 - 5:06PM
Edgar (US Regulatory)
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): December 8, 2016
Microsoft Corporation
(Exact name of
registrant as specified in its charter)
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Washington
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001-37845
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91-1144442
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Microsoft Way, Redmond, Washington
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98052-6399
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (425) 882-8080
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01.
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Completion of Acquisition or Disposition of Assets
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On December 8, 2016, the Company
completed its previously announced acquisition of LinkedIn Corporation (
LinkedIn
). Pursuant to the terms of the Agreement and Plan of Merger (the
Merger Agreement
), dated as of June 11, 2016, among the
Company, LinkedIn and Liberty Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (
Merger Sub
), Merger Sub merged with and into LinkedIn (the
Merger
), with LinkedIn surviving the
Merger as a wholly-owned subsidiary of the Company.
At the effective time of the Merger (the
Effective Time
), each share of
LinkedIn Class A common stock and Class B common stock (together, the
Common Stock
) issued and outstanding immediately prior to the effective time (other than shares (i) owned by the Company or its subsidiaries, (ii) held in
treasury by LinkedIn or (iii) owned by LinkedIn stockholders who have perfected and not withdrawn a demand for appraisal under Delaware law) were converted into the right to receive $196.00 per share in cash, without interest (the
Per Share
Amount
).
In addition, at the Effective Time, subject to certain exceptions, unvested option awards and stock-based awards were converted
into corresponding awards that are subject to shares of Company common stock. All shares of Common Stock underlying vested options and stock-based awards were converted into the right to receive the Per Share Amount (or, in the case of options, the
difference between the Per Share Amount and the applicable exercise price), less any applicable tax withholdings.
The description of the Merger and
the Merger Agreement contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Form 8-K filed by LinkedIn with the Securities and Exchange
Commission on June 13, 2016, and is incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of June 11, 2016, by and among the Company, LinkedIn and Merger Sub (incorporated by reference to Exhibit 2.1 of LinkedIns Current Report on Form 8-K filed with the SEC on June 13,
2016).
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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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MICROSOFT CORPORATION
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By:
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/s/ Keith R. Dolliver
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Name:
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Keith R. Dolliver
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Title:
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Associate General Counsel and Assistant Secretary
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December 8, 2016
EXHIBIT INDEX
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Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of June 11, 2016, by and among the Company, LinkedIn and Merger Sub (incorporated by reference to Exhibit 2.1 of LinkedIns Current Report on Form 8-K filed with the SEC on June 13,
2016).
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