Form 8-K IMPERVA INC For: Jan 16
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: January 16, 2018
(Date of earliest event reported)
Imperva, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 001-35338 | 03-0460133 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 3400 Bridge Parkway Redwood Shores, California |
94065 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(650) 345-9000
(Registrant’s 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 (see General Instructions 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)) |
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 2.05. Costs Associated with Exit or Disposal Activities.
On January 16, 2018, the Board of Directors (the “Board”) of Imperva, Inc. (the “Company”) approved a restructuring plan to improve customer experiences, fuel product innovation and increase operational effectiveness. As a result of these changes, the Company will reallocate in excess of $10.0 million to fund incremental investments in the new initiatives and growth priorities. These actions are expected to be substantially completed by the end of the first quarter of 2018. The Company anticipates incurring pre-tax restructuring charges of $2.3 million to $2.9 million, substantially all of which are for cash severance costs. The Company expects to expense substantially all of these pre-tax charges in the first quarter of 2018.
Forward Looking Statements. Certain statements in this Current Report, other than purely historical information, including statements relating to the anticipated results of the restructuring plan and expectations regarding the amount and timing of anticipated pre-tax restructuring charges, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “will,” “expects,” “anticipates,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements, including the Company’s ability to achieve the anticipated operational efficiencies and other benefits of the restructuring plan. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” of the Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017 and the Company’s other filings. Imperva undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2018, Anthony Bettencourt resigned in his capacity as the Company’s Vice President of Customer Engagement, effective February 15, 2018. Mr. Bettencourt will remain as Imperva’s non-executive Chairman of the Board.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Imperva, Inc., dated January 22, 2018. | |
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.
| IMPERVA, INC. | ||||||
| Date: January 22, 2018 | By: | /s/ Mike Burns | ||||
| Mike Burns | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Imperva Announces Organizational Changes to
Sharpen Focus on Customers and Product Innovation, and Drive Operational Efficiencies
Redwood Shores, Calif. – Jan. 22, 2018 – Imperva, Inc. (NASDAQ: IMPV), a cybersecurity leader that delivers best-in-class solutions to protect data and applications on-premises, in the cloud, and across hybrid environments, today announced organizational changes focused on improving customer experiences, fueling product innovation, and increasing operational effectiveness. As a result of these changes, the company will reallocate in excess of $10,000,000 to fund incremental investments in the new initiatives and growth priorities. The new structure became effective January 18, 2018.
“We made some foundational changes to our structure to create a more unified organization that is customer-focused, nimble and efficient, and well positioned to execute on our key growth initiatives to deliver benefits for employees, customers and shareholders,” said Chris Hylen, president and chief executive officer.
Changes in the organization include:
| • | Unifying disjointed teams under each of the four functions – Sales, Marketing, Product Management and Product Development – to drive more cohesive go-to-market and product strategies, and to increase efficiencies. |
| • | Creating a new Customer Success function focused on ensuring customer success globally. The company has appointed industry veteran Sunil Nagdev as its Chief Customer Officer. |
| • | Streamlining organization layers and reporting hierarchies to better empower all employees and align with world-class benchmarks. |
“This reorganization enables us to reallocate resources and focus all employees on our transformation and growth initiatives, including improvements in the end-to-end customer experience, go-to-market efforts, and product innovation,” said Hylen. “The changes we announced today puts us in a strong position to drive profitable growth for the company.”
These actions are expected to be substantially completed by the end of the first quarter of 2018. The company anticipates incurring pre-tax restructuring charges of $2.3 million to $2.9 million, substantially all of which are for cash severance costs. It also expects to expense substantially all of these pre-tax charges in the first quarter of 2018.
Cautionary Statement Regarding Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but instead represent only Imperva’s belief regarding future events, many of which, by their nature, are subject to risks, inherently uncertain and outside Imperva’s control, such as the company’s belief about future growth and profitability, expectations regarding the benefits of its reorganization and expectations regarding the amount and timing of anticipated pre-tax restructuring charges. Except for Imperva’s ongoing obligation to disclose material information as required by federal securities laws, Imperva is not under any obligation (and expressly disclaims any obligation) to update or alter any projections, goals,
assumptions, or other statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ, possibly materially, from such forward-looking statements include the risk that the company may not be able to achieve the anticipated operational efficiencies and other benefits of the restructuring initiative; that growth and profitability may be lower than expected; and the risks set forth under the caption “Risk Factors” in Imperva’s Form 10-Q filed with the United States Securities and Exchange Commission, or the SEC, on November 9, 2017 and the company’s other SEC filings. You can obtain copies of the company’s SEC filings on the SEC’s website at www.sec.gov.
About Imperva
Imperva® is a leading cybersecurity company that delivers best-in-class solutions to protect data and applications – wherever they reside – on-premises, in the cloud, and across hybrid environments. The company’s Incapsula, SecureSphere, and CounterBreach product lines help organizations protect websites, applications, APIs, and databases from cyberattacks while ensuring compliance. Imperva innovates using data, analytics, and insights from our experts and our community to deliver simple, effective and enduring solutions that protect our customers from cybercriminals. Learn more at www.imperva.com, our blog, or Twitter.
© 2018 Imperva, Inc. All rights reserved. Imperva, the Imperva logo, CounterBreach, Incapsula, SecureSphere, ThreatRadar, and Camouflage along with its design are trademarks of Imperva, Inc. and its subsidiaries.
Investor Relations Contact Information
Seth Potter
646.277.1230