Current Report Filing (8-k)
October 03 2017 - 5:16PM
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): October 2, 2017
ROKU, INC.
(Exact name
of Registrant as Specified in Its Charter)
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Delaware
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001-38211
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26-2087865
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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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150 Winchester Circle
Los Gatos, California
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95032
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(Address of Principal Executive Offices)
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(Zip Code)
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(408) 556-9040
(Registrants Telephone Number, Including Area Code)
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 Instructions A.2. below):
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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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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 5.03
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Amendments to Articles of Incorporation or Bylaws
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Amendment and Restatement of Certificate of
Incorporation
On October 2, 2017, Roku, Inc. filed an amended and restated certificate of incorporation, or the Restated
Certificate, with the Secretary of State of the State of Delaware in connection with the closing of our initial public offering of shares of Class A common stock. Our board of directors and stockholders previously approved the Restated
Certificate to be effective upon the closing of the initial public offering. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective as of October 2, 2017, we adopted amended and restated bylaws, or the Restated Bylaws, in connection with the closing of our
initial public offering. Our board of directors and stockholders previously approved the Restated Bylaws to be effective upon the closing of the initial public offering. The Restated Bylaws are attached hereto as Exhibit 3.2 and are
incorporated herein by reference.
Please see the description of the Restated Certificate and the Restated Bylaws in the section titled
Description of Capital Stock in the final prospectus we filed with the Securities and Exchange Commission on September 28, 2017 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration
Statement on Form S-1, as amended (File No. 333-220318).
Item 9.01
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Financial Statements and Exhibits.
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(1)
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Previously filed as Exhibit 3.4 to our Registration Statement on Form S-1, as amended (File No. 333-220318), filed with the Securities and Exchange Commission on September 18, 2017, and incorporated herein by
reference.
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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 hereunto duly authorized.
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Roku, Inc.
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Dated: October 3, 2017
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By:
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/s/ Stephen H. Kay
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Stephen H. Kay
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Senior Vice President, General Counsel and Secretary
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