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: January 10, 2019 (Date of earliest event reported)

IMPERVA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35338

03-0460133

(State or other jurisdiction

of incorporation)

(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)

(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 if an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of 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 any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☐

Introduction

On January 10, 2019, Imperial Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Imperial Purchaser, LLC, a Delaware limited liability company (“Newco”), completed its merger (the “Merger”) with and into Imperva, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Agreement and Plan of Merger, dated as of October 10, 2018 (the “Merger Agreement”), by and among Newco, Merger Sub and the Company. The Company was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Newco. Newco is controlled by investment funds affiliated with Thoma Bravo, LLC (“Thoma Bravo”) and is beneficially owned by such funds. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction to this Current Report on Form 8-K (the “Introduction”) is incorporated into this Item 2.01 by reference.

At the Effective Time of the Merger, each share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than Owned Shares or Dissenting Shares) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $55.75, without interest thereon (the “Per Share Price”). Vested Company Options and vested RSUs (including vested PRSUs) were cancelled and converted into the right to receive the Per Share Price, less the exercise price per share in the case of vested Company Options. Unvested Company Options and unvested RSUs (including unvested PRSUs) were cancelled and converted into the contingent right to receive the Per Share Price, less the exercise price per share in the case of unvested Company Options, payable following satisfaction of the vesting conditions of the underlying unvested Company Options or unvested RSUs and PRSUs.

The description of the Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 10, 2018.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

IMPERVA INC 8-K