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Workday (WDAY)

Filed: 28 Jan 21, 8:58am

 

 

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

January 28, 2021

Date of Report (date of earliest event reported) January 28, 2021

 

 

WORKDAY, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware 001-35680 20-2480422

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I. R. S. Employer

Identification No.)

6110 Stoneridge Mall Road

Pleasanton, California 94588

(Address of principal executive offices)

Registrant’s telephone number, including area code: (925) 951-9000

N/A

(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 (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

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, par value $0.001 WDAY The Nasdaq Stock Market LLC
  (Nasdaq Global Select Market)

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 8.01 – Other Events

On January 28, 2021, Workday, Inc. (“Workday”) issued a press release announcing its entry into a definitive agreement (the “Purchase Agreement”) by and among Workday, its wholly-owned subsidiary, Workday Limited, Peakon ApS (“Peakon”) and certain other parties thereto. Pursuant to the Purchase Agreement, Workday Limited will, subject to the satisfaction of certain conditions and receipt of required regulatory approvals, acquire all of the outstanding capital shares of Pelican. A copy of the press release is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This report contains “forward-looking statements” related to Workday, Peakon, and the acquisition of Peakon, by Workday. Statements other than statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Forward-looking statements in this report include, among other things, statements about the potential benefits and effects of the proposed transaction; Workday’s plans, objectives, expectations and intentions, and the anticipated timing of closing of the proposed transaction. Risks include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all; (ii) failure to achieve the expected benefits of the transaction; (iii) Workday’s ability to implement its plans, objectives, and other expectations with respect to Peakon’s business and its ability to help drive employee engagement, improve organizational performance, foster an inclusive workplace culture, and support rapid change and growth; (iv) negative effects of the announcement or the consummation of the transaction on Workday’s business operations, operating results, or share price; (v) unanticipated expenses related to the acquisition; and (vi) other risks and factors described in our filings with the Securities and Exchange Commission (“SEC”), including our Form 10-Q for the fiscal quarter ended October 31, 2020, and our future reports that we may file with the SEC from time to time, which could cause actual results to vary from expectations. Workday assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this report.

Any unreleased services, features, or functions referenced in this document, our website, or other press releases or public statements that are not currently available are subject to change at Workday’s discretion and may not be delivered as planned or at all. Customers who purchase Workday services should make their purchase decisions based upon services, features, and functions that are currently available.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

 

99.1  Press release entitled “Workday Announces Intent to Acquire Peakon” dated January 28, 2021
104  Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


Signature

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.

Dated: January 28, 2021

 

Workday, Inc.

/s/ Richard H. Sauer

 

Richard H. Sauer

 

Executive Vice President, General Counsel and Corporate Secretary