Additional Proxy Soliciting Materials (definitive) (defa14a)
February 06 2020 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14A-101)
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x
Filed by a Party other than the Registrant □
Check the appropriate box:
□ Preliminary Proxy Statement
□ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
□ Definitive Proxy Statement
□ Definitive Additional Materials
x Soliciting Material under § 240.14a-12
FORESCOUT
TECHNOLOGIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title
of each class of securities to which the transaction applies:
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2)
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Aggregate number of securities
to which transaction applies:
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3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate
value of transaction:
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¨
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Fee
paid previously with preliminary materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its
filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration
Statement No.:
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The following were posted on the Twitter account of
Forescout Technologies, Inc. on February 6, 2020.
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·
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@Forescout announced our intent to be acquired by @adventintl. We’ll continue providing customers with innovative device
visibility and control solutions to solve their biggest cybersecurity challenges. Learn more: [LINK
TO RELEASE]
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·
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Exciting news for @Forescout. We’re partnering with @adventintl in a go-private transaction as we continue to lead the
market in device visibility and control with the most advanced IT-OT platform. [LINK TO
RELEASE]
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Additional Information and Where to Find It
Forescout Technologies, Inc. (the “Company”), its
directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the
acquisition of the Company (the “Transaction”). The Company plans to file a proxy statement (the “Transaction
Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation
of proxies in connection with the Transaction.
Theresia Gouw, Michael DeCesare, James Beer, David G. DeWalt,
Elizabeth Hackenson, Mark Jensen, Kathy McElligott, Enrique Salem and Yehezkel Yeshurun, all of whom are members of the Company’s
Board of Directors, and Christopher Harms, the Company’s Chief Financial Officer, are participants in the Company’s
solicitation. Other than Messrs. DeCesare and DeWalt, none of such participants owns in excess of one percent of the Company’s
common stock. Mr. DeCesare may be deemed to own approximately two percent of the Company’s common stock, and Mr. DeWalt may
be deemed to own approximately one percent of the Company’s common stock. Additional information regarding such participants,
including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement
and other relevant documents to be filed with the SEC in connection with the Transaction. Information relating to the foregoing
can also be found in the Company’s definitive proxy statement for its 2019 Annual Meeting of Stockholders (the “2019
Proxy Statement”), which was filed with the SEC on April 16, 2019. To the extent that holdings of the Company’s securities
have changed since the amounts printed in the 2019 Proxy Statement, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC.
Promptly after filing the definitive Transaction Proxy Statement
with the SEC, the Company will mail the definitive Transaction Proxy Statement and a proxy card to each stockholder entitled to
vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive
versions of the Transaction Proxy Statement, any amendments or supplements thereto and any other relevant documents filed by the
Company with the SEC in connection with the Transaction at the SEC’s website (http://www.sec.gov). Copies of the Company’s
definitive Transaction Proxy Statement, any amendments or supplements thereto and any other relevant documents filed by the Company
with the SEC in connection with the Transaction will also be available, free of charge, at the Company’s website (http://www.forescout.com)
or by writing to Forescout Technologies, Inc., Attention: Investor Relations, 190 West Tasman Drive, San Jose, California 95134.
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