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 (Date of earliest event reported): September 7, 2021



MEDALLIA, INC.
(Exact Name of Registrant as Specified in Charter)



Delaware
001-38982
77-0558353
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
575 Market Street, Suite 1850
San Francisco, California 94105
 
 
(Address of principal executive offices)
 
     
(605) 321-3000
(Registrant’s 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:


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
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.001 per share
MDLA
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01          Other Events.

On September 7, 2021, Medallia, Inc. (“Medallia”) issued a press release announcing the expiration of the 40-day “go-shop” period pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated July 25, 2021, between Project Metal Parent, LLC, Project Metal Merger Sub, Inc. and Medallia.

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.

Item 9.01          Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.
Description
   
Press Release, dated September 7, 2021.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.


 
MEDALLIA, INC.
   
Date: September 7, 2021
By:
 /s/ Roxanne M. Oulman
   
Name:
Roxanne M. Oulman
   
Title:
Chief Financial Officer

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