Current Report Filing (8-k)
December 20 2016 - 4:07PM
Edgar (US Regulatory)
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: December 15, 2016
(Date of earliest event reported)
Imperva, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-35338
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03-0460133
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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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3400 Bridge Parkway
Redwood Shores, California
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94065
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(Address of Principal Executive Offices)
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(Zip Code)
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(650)
345-9000
(Registrants Telephone Number, Including Area Code)
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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☐
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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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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Director
The Board of Directors (the
Board
) of Imperva, Inc. (
Imperva
) appointed Roger J. Sippl to the Board, effective December 15, 2016, upon Mr. Sippls acceptance of such appointment.
In connection with his appointment to the Board, Mr. Sippl received restricted stock units with a number of shares equal to $400,000 divided by the
closing price of Impervas common stock on the Nasdaq Global Select Market on the date of grant (the
RSUs
). The date of grant was December 16, 2016, the first Friday following Mr. Sippls acceptance of
appointment to the Board. Accordingly, Mr. Sippl received RSUs for 10,554 shares. The RSUs will vest annually in equal installments over three years of service beginning on December 15, 2016. Upon a change in control of Imperva, the RSUs
will vest in full. In addition, Mr. Sippl will receive an annual retainer of $30,000 for his service as a Board member. Mr. Sippl has not been appointed to a Board committee.
It is expected that Mr. Sippl will execute Impervas standard form of indemnification agreement. This agreement provides for indemnification for
related expenses including, among other things, attorneys fees, judgments, fines and settlement amounts incurred by Mr. Sippl in any action or proceeding to the fullest extent permitted by applicable law.
The foregoing descriptions are qualified in their entirety by the full text of the Offer Letter, effective December 15, 2016, between Imperva and
Mr. Sippl, attached as Exhibit 99.1 to this Current Report on
Form 8-K,
and the form of Indemnification Agreement, which was filed as Exhibit 10.4 to Impervas Amendment No. 4 to
Form S-1
Registration Statement filed on October 28, 2011, which are incorporated herein by reference.
A copy
of the press release announcing Mr. Sippls appointment is attached as Exhibit 99.2 to this Current Report on
Form 8-K
and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
99.1
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Offer Letter, effective December 15, 2016, between Imperva, Inc. and Roger J. Sippl.
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99.2
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Press release issued by Imperva, Inc., dated December 20, 2016.
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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
thereunto duly authorized.
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Imperva, Inc.
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By:
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/s/ Terrence J. Schmid
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Terrence J. Schmid
Chief Financial
Officer
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Date: December 20, 2016
EXHIBIT INDEX
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Number
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Description
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99.1
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Offer Letter, effective December 15, 2016, between Imperva, Inc. and Roger J. Sippl.
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99.2
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Press release issued by Imperva, Inc., dated December 20, 2016.
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