UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~November 20, 2018 (November 19, 2018)~~

Date of Report (Date of earliest event reported): December 28, 2018

Hortonworks, Inc.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware

001-36780

37-1634325

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5470 Great America Parkway Santa Clara, CA		95054
(Address of principal executive offices)		(Zip Code)

5470 Great America Parkway

Santa Clara, California 95054

(Address of principal executive offices)

(408) 916-4121

(Registrant’s telephone number, including area code)

~~N/A~~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))

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 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~On November 19, 2018,~~ Hortonworks, Inc. (the “Company”) ~~and~~or ~~Cloudera, Inc. (~~“~~Cloudera~~Hortonworks”) ~~issued~~held aits ~~joint~~special ~~press~~meeting ~~release~~of ~~announcing~~stockholders ~~that~~ (the “Special ~~U.S.~~Meeting”) ~~Federal~~on ~~Trade~~December 28, ~~Commission~~2018. ~~granted~~As ~~early~~of ~~termination~~November 26, of2018, the ~~waiting~~Company’s ~~period~~record ~~under~~date for the ~~Hart-Scott-Rodino~~Special ~~Antitrust~~Meeting, ~~Improvements~~there ~~Act~~were a total of ~~1976~~84,237,493 asshares ~~amended~~of ~~(the~~common ~~“HSR Act”)~~stock, inpar ~~connection~~value ~~with~~$0.0001 ~~the~~per ~~proposed~~share, ~~merger~~ of ~~Surf~~the ~~Merger Corporation~~Company (the “~~Merger~~Common ~~Sub~~Stock”) ~~with~~outstanding and ~~into~~entitled ~~the~~to ~~Company~~vote (at the ~~“Merger”)~~Special ~~pursuant~~Meeting. toAt the ~~Agreement~~Special ~~and~~Meeting, ~~Plan of Merger and Reorganization~~61,438,946 ~~dated~~shares as of ~~October 3,~~Common ~~2018~~Stock ~~(the~~were ~~“Merger~~present ~~Agreement”),~~or represented by ~~and among the Company~~proxy, ~~Cloudera, and~~which ~~the~~constituted ~~Merger~~a ~~Sub~~quorum. A ~~copy~~summary of ~~that~~the ~~joint~~final ~~press~~voting results ~~release~~ is ~~filed~~set asforth ~~Exhibit 99~~below.1 ~~hereto and is incorporated herein by reference.~~

~~The~~Proposal ~~early~~1: ~~termination~~To of adopt the ~~waiting~~Agreement ~~period~~and ~~under~~Plan ~~the~~of ~~HSR~~Merger ~~Act~~and ~~satisfies~~Reorganization, ~~one~~dated as of ~~the~~October 3, 2018, ~~conditions~~by toand ~~the~~among ~~closing~~Hortonworks, ofCloudera, ~~the Merger~~Inc., ~~The~~a ~~closing~~Delaware ofcorporation ~~the~~(“Cloudera”), and Surf Merger ~~remains~~Corporation, ~~subject~~a toDelaware ~~the~~corporation ~~satisfaction~~and ora ~~waiver~~direct, ofwholly-owned ~~the~~subsidiary ~~remaining~~of ~~conditions~~Cloudera to(as ~~the~~it ~~Merger~~may ~~set~~be ~~forth~~amended infrom ~~the~~time ~~Merger~~to ~~Agreement~~time, ~~including~~ ~~approval of~~ the “Merger Agreement”), ~~by the Company’s stockholders~~ and ~~approval~~approve of the ~~issuance~~transactions ofcontemplated ~~shares~~by ofthe ~~Cloudera~~Merger ~~common~~Agreement ~~stock in connection with~~ (the “Merger ~~by Cloudera’s stockholders~~Proposal”).

Item 9.01 Financial Statements and Exhibits


For	Against	Abstain

60,141,616	1,018,974	278,356

~~(d)~~Proposal ~~Exhibits~~2: The proposal to approve the adjournment of the Special Meeting was not voted upon at the Special Meeting because such proposal was rendered moot due to the approval of the Merger Proposal.

ExhibitNumber		Description of Exhibit
99.1		Joint Press Release, dated November 19, 2018.

Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the definitive joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 27, 2018 (the “Joint Proxy Statement”), which is available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement. Assuming the satisfaction of such closing conditions, Hortonworks expects the closing to occur on or about January 3, 2019.

Item 8.01

Other Events

To the extent required, the information included in Item 5.07 of this Form 8-K is incorporated into this Item 8.01.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Such statements are subject to risks and uncertainties that include, but are not limited to: (i) ~~Cloudera or Hortonworks may be unable to obtain stockholder approval as required for the merger; (ii) other~~ conditions to the closing of the merger may not be satisfied; (~~iii~~ii) the merger may involve unexpected costs, liabilities or delays; (iviii) the effect of the announcement of the merger on the ability of Cloudera or Hortonworks to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Cloudera or Hortonworks does business, or on Cloudera’s or Hortonworks’ operating results and business generally; (viv) Cloudera’s or Hortonworks’ respective businesses may suffer as a result of uncertainty surrounding the merger and disruption of management’s attention due to the merger; (viv) the outcome of any legal proceedings related to the merger; (~~vii~~vi) Cloudera or Hortonworks may be adversely affected by other economic, business, and/or competitive factors; (~~viii~~vii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ixviii) risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; and (xix) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Cloudera and Hortonworks are set forth in their respective filings with the ~~Securities~~SEC, including in the Joint Proxy Statement filed by Cloudera and ~~Exchange~~Hortonworks ~~Commission~~on ~~(“SEC”)~~November 27, ~~including~~2018, and each of Cloudera’s and Hortonworks’ most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular Item 1A of Part II of Cloudera’s Quarterly Report on Form 10-Q for the quarter ended ~~July~~ October 31, 2018 under the heading “Risk Factors” and Item 1A of Part II of Hortonworks’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 under the heading “Risk Factors.” The risks and uncertainties described above and in the Registration Statement and Cloudera’s most recent Quarterly Report on Form 10-Q and Hortonworks’ most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Cloudera and ~~Hortonworks and their respective businesses, including factors that potentially could~~

Hortonworks and their respective businesses, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements. Readers should also carefully review the risk factors described in other documents that Cloudera and Hortonworks file from time to time with the SEC. The forward-looking statements in this communication speak only as of the date of this communication. Except as required by law, Cloudera and Hortonworks assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed merger ~~between Cloudera and Hortonworks~~, Cloudera has filed with the SEC a ~~registration~~Registration ~~statement~~Statement on Form S-4, (~~File~~as ~~No. 333-228155),~~may asbe amended from time to time, the “Registration Statement”), which ~~contains~~includes a ~~preliminary~~final ~~joint~~prospectus ~~proxy~~with ~~statement/prospectus~~respect to the shares of Cloudera’s ~~and~~common ~~Hortonworks,~~stock ~~and~~to ~~each~~be ~~party~~issued ~~will~~in ~~file~~the ~~other~~proposed ~~documents~~merger ~~concerning~~and the ~~proposed~~Joint ~~merger~~Proxy Statement of Cloudera and Hortonworks with respect to the ~~SEC~~proposed merger. The ~~definitive~~Registration ~~proxy~~Statement ~~statement~~was ~~will~~declared beeffective ~~mailed~~by tothe SEC on November 20, 2018 and the ~~stockholders~~Joint ofProxy Statement was mailed or otherwise made available to Cloudera’s and Hortonworks’ inrespective ~~advance~~stockholders ofon ~~the~~November 28, ~~special meeting~~2018. BEFORE MAKING ANY ~~VOTING~~INVESTMENT DECISION, CLOUDERA’S AND HORTONWORKS’ RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE ~~DEFINITIVE~~ JOINT PROXY STATEMENT~~/PROSPECTUS~~ IN ITS ENTIRETY ~~WHEN IT BECOMES AVAILABLE~~ AND ANY OTHER DOCUMENTS FILED BY EACH OF CLOUDERA AND HORTONWORKS WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders ~~may~~can obtain a free copy of the ~~Form~~Joint ~~S-4,~~Proxy ~~including~~Statement ~~the~~and ~~joint proxy statement/prospectus, as well as~~ other documents containing important information about Cloudera and Hortonworks, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Cloudera and Hortonworks make available free of charge at www.cloudera.com and www.hortonworks.com, respectively (in the “Investor Relations” section), copies of materials they file with, or furnish to, the SEC. The contents of the websites referenced above are not deemed to be incorporated by reference into the ~~registration~~Registration ~~statement~~Statement or the ~~joint~~Joint ~~proxy~~Proxy ~~statement/prospectus~~Statement.

~~Participants~~SIGNATURE ~~in the Solicitation~~

~~This~~Pursuant ~~document does not constitute a solicitation of proxy, an offer~~ to ~~purchase or a solicitation of an offer to sell any securities. Cloudera, Hortonworks and their respective directors, executive officers and certain employees may be deemed to be participants in~~ the ~~solicitation~~requirements of ~~proxies from~~ the ~~stockholders~~Securities ofExchange ~~Cloudera~~Act ~~and Hortonworks in connection with the proposed merger. Information regarding the special interests~~ of these directors and executive officers in the proposed merger will be included in the joint proxy statement/prospectus referred to above. Security holders may also obtain information regarding the names1934, ~~affiliations~~as ~~and interests of Cloudera’s directors and executive officers in Cloudera’s Annual Report on Form 10-K for the fiscal year ended January 31~~amended, ~~2018, which was filed with~~ the ~~SEC on~~Registrant ~~April 4,~~has ~~2018,~~duly ~~and~~caused ~~its~~this ~~definitive~~report ~~proxy~~to ~~statement~~be ~~for~~signed ~~the 2018 annual meeting of stockholders, which was filed with the SEC~~ on ~~May 16, 2018. Security holders may obtain information regarding the names, affiliations and interests of~~ ~~Hortonworks’ directors and executive officers in Hortonworks’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 15, 2018, and~~ its ~~definitive~~ ~~proxy~~behalf ~~statement for the 2018 annual meeting of stockholders, which was filed with the SEC on April 24, 2018. To the extent the holdings of Cloudera securities~~ by ~~Cloudera’s directors and executive officers or~~ the ~~holdings~~undersigned ~~of Hortonworks~~hereunto ~~securities~~duly by Hortonworks’ directors and executive officers have changed since the amounts set forth in Cloudera’s or Hortonworks’ respective proxy statement for its 2018 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SECauthorized. Additional information regarding the interests of such individuals in the proposed merger will be included in the joint proxy statement/prospectus relating to the proposed merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, Cloudera’s website at www.cloudera.com and Hortonworks’ website at www.hortonworks.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HORTONWORKS, INC.

Dated: December 28, 2018

/s/ Scott Davidson

Scott Davidson

Chief Operating Officer and Chief Financial Officer

Filing Compare · Hortonworks, Inc.