Current Report Filing (8-k)
December 07 2020 - 04:31PM
Edgar (US Regulatory)
0000849399
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0000849399
2020-12-07
2020-12-07
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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 7, 2020
NortonLifeLock
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-17781
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77-0181864
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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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60
E. Rio Salado Parkway, Suite
1000, Tempe,
AZ
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85281
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code (650)
527-8000
(Former
name of former address, if changed since last report)
Not applicable
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 Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange
on which registered
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Common
Stock, par value $0.01 per share
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NLOK
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The
Nasdaq Stock Market LLC
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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 1.01 Entry
into a Material Definitive Agreement.
On
December 7, 2020, NortonLifeLock Inc. (“NortonLifeLock”) entered into a Stock Purchase Agreement (the
“Stock Purchase Agreement”) with Alpaca
HoldCo GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany
(“HoldCo”), Alpaca TopCo GmbH, a limited liability company (Gesellschaft mit beschränkter
Haftung) under the laws of Germany (“TopCo”), and each of the persons listed on Schedule I to the
Stock Purchase Agreement (each a “Seller” and collectively, the “Sellers”)). The
Stock Purchase Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein,
(i) NortonLifeLock will purchase from Sellers all of the issued and outstanding capital stock of TopCo and HoldCo, and
(ii) NortonLifeLock will pay the “Transaction Consideration” as provided in the Stock Purchase
Agreement (collectively, the “Transactions”). Effective upon the consummation of the Transactions (the
“Closing”), HoldCo and TopCo will both be a wholly-owned subsidiary of NortonLifeLock. The Closing is
expected to occur during NortonLifeLock’s fiscal 2021 fourth quarter.
The
aggregate Transaction Consideration that NortonLifeLock has agreed to pay under the Stock Purchase Agreement consists of $359,145,000
less the aggregate of all (if any) Notified Leakage Amounts (as defined in the Stock Purchase Agreement), certain virtual equity
amounts, and disclosed indemnity items as described therein.
The
Stock Purchase Agreement contains representations, warranties and covenants of NortonLifeLock, HoldCo, TopCo and the Sellers that
are customary for a transaction of this nature. The representations and warranties and the indemnity obligations of HoldCo, TopCo
and Sellers in the Stock Purchase Agreement will survive for twenty-four (24) months following the date of the Closing, except
that certain fundamental representations and warranties will survive for the applicable statute of limitations. NortonLifeLock
will obtain a representation and warranty insurance policy to obtain coverage for losses that may result from a breach of certain
representations and warranties made by the Sellers in the Stock Purchase Agreement, subject to exclusions, policy limits and certain
other terms and conditions. The completion of the Transactions is subject to the satisfaction of several conditions, including
the receipt of antitrust merger control approval from the German Federal Cartel Office and certain other customary conditions.
As
an inducement to NortonLifeLock entering into the Stock Purchase Agreement, NortonLifeLock has entered into employment agreements
with two Sellers who are key employees of TopCo, which employment agreements are to become effective at the Closing.
The
above description of the Stock Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety
by reference to full text of the Stock Purchase Agreement, a copy of which will be filed as an exhibit to NortonLifeLock’s
Quarterly Report on Form 10-Q for the quarter ending January 1, 2021. The representations, warranties and covenants contained
in the Stock Purchase Agreement were made only for purposes of the Stock Purchase Agreement and as of specified dates, were solely
for the benefit of the parties to the Stock Purchase Agreement, and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution
of the Stock Purchase Agreement. The representations and warranties have been made for the purpose of allocating contractual risk
between the parties to the Stock Purchase Agreement instead of establishing these matters as facts, and may be subject to standards
of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely
on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts
or condition of NortonLifeLock or the Sellers. Moreover, information concerning the subject matter of the representations, warranties
and covenants may change after the date of the Stock Purchase Agreement, which subsequent information may or may not be fully
reflected in public disclosures.
Item
7.01. Regulation FD Disclosure.
On
December 7, 2020, NortonLifeLock issued a press release announcing the entry into the Stock Purchase Agreement, which is furnished
as Exhibit 99.01 hereto.
The
information in this Item 7.01 of the Current Report on Form 8-K, including the information contained in Exhibit 99.01, is being
furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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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NortonLifeLock
Inc.
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Date: December 7, 2020
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By:
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/s/
Bryan Ko
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Bryan Ko
Chief Legal Officer and Corporate Secretary
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