8-K

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 (Date of earliest event reported):

 May 19, 2020

FORESCOUT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38253	51-0406800
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

190 West Tasman Drive

San Jose, California 95134

(Address of principal executive offices, including zip code)

(408) 213-3191

(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 (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
Common Stock, par value $0.001 per share	FSCT	The NASDAQ Global 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 February 6, 2020, Forescout Technologies, Inc. (the “Company”) announced its entry into an Agreement and Plan of Merger, dated February 6, 2020 (as it may be amended from time to time, the “Merger Agreement”), between Ferrari Group Holdings, L.P. (“Parent”), Ferrari Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company. Parent and Merger Sub are affiliates of Advent International Corporation. The Merger Agreement provides for Merger Sub to be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

On May 15, 2020, Parent provided notice to Forescout that it would not be proceeding to consummate the Merger on May 18, 2020, as scheduled.

On May 19, 2020, the Company filed a lawsuit in the Delaware Court of Chancery seeking, among other things, relief against Parent and Merger Sub for breach of the Merger Agreement and an order of specific performance requiring them to comply with the obligation to close.

On May 20, 2020, the Company issued a press release concerning the lawsuit.

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
99.1	Press release, dated May 20, 2020.

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.

	FORESCOUT TECHNOLOGIES, INC.
Date: May 20, 2020	By:	/s/ Darren J. Milliken
		Darren J. Milliken Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

EX-99.1

Forescout Commences Litigation Against Advent International

SAN JOSE, Calif., May 20, 2020 - Forescout Technologies, Inc. (Nasdaq: FSCT), the leader in device visibility and control, filed a complaint with the Delaware Court of Chancery asserting that affiliates of Advent International Corporation ("Advent") have violated the terms of their merger agreement with Forescout. Forescout is asking the Court to compel Advent to honor its commitments and immediately complete the pending acquisition of Forescout.

On May 15, 2020, Advent notified Forescout that it would not consummate the acquisition on May 18, 2020, as scheduled. Advent’s purported excuse for its wrongful conduct is that a closing condition to the transaction has not been satisfied because a "material adverse effect" has occurred at Forescout. Forescout believes that no material adverse effect has occurred, that all closing conditions are satisfied, and that Advent is obligated to close the transaction. Forescout believes that Advent has relied on meritless excuses to support its position.

The merger agreement explicitly allocated the risk of any impacts from COVID-19 to Advent. Since announcing the transaction, Forescout shareholders overwhelmingly approved the transaction.

"We have satisfied all conditions to closing under our merger agreement, and a material adverse effect has not occurred," said Theresia Gouw, Chair of the Forescout Board. "The only change since the merger agreement was jointly executed in February is the deepening of the COVID-19 pandemic, which has significantly impacted global macro-economic conditions. All companies have been challenged by this pandemic, and it is highly disappointing that Advent would attempt to exploit market volatility to renege on its contractual obligations, particularly when the merger agreement explicitly excludes the effects of a pandemic as a material adverse event. Advent is required to promptly complete the transaction. We are taking immediate action to enforce Forescout’s rights and ensure that Advent fulfills its obligations. We are confident that the steps that we are taking are in the best interests of Forescout and its shareholders."

"I remain confident in the strength of Forescout and its incredible team," said Michael DeCesare, CEO and President of Forescout. "Forescout is in a strong financial position, with $100 million of cash on hand as of March 31, 2020. We are well positioned for success and the fundamentals of our business have not changed. Customers around the world trust Forescout to help solve their most pressing security challenges, and that’s exactly what we are doing."

Prior to announcing the Advent transaction on February 6, 2020, the Forescout Board conducted a robust and comprehensive process with the assistance of independent legal and financial advisors. Advent is a sophisticated and experienced investor, and over the course of its due diligence investigation - which lasted hundreds of hours over multiple months - Forescout shared with Advent all relevant information, including detailed financial and technical information as well as Forescout’s internal estimates and projections. The Forescout Board and management team dedicated significant time and resources to providing Advent with detailed and transparent information in response to its every request, ensuring that Advent had a complete picture of Forescout’s business and market opportunity.

About Forescout

Forescout provides security at first sight. Our company delivers device visibility and control to enable enterprises and government agencies to gain complete situational awareness of their environment and orchestrate action. Learn more at forescout.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the pending acquisition of Forescout by Advent. These forward-looking statements involve risks and uncertainties. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, Forescout’s actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: the risk that the conditions to the closing of the transaction are not satisfied; litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans and operations of Forescout; and the risks described in the filings that Forescout makes with the Securities and Exchange Commission from time to time, including the risks described under the headings "Risk Factors" and "Management Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (SEC) on February 28, 2020, as amended by Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K, which was filed the SEC on April 29, 2020, and which should be read in conjunction with our financial results and forward-looking statements, and is available on the SEC filings section of the Investor Relations page of our website at https://

investors.Forescout.com. Additional information is set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which was filed with the SEC on May 11, 2020. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Contacts

Investor Relations:

Michelle Spolver

408-721-5884

michelle.spolver@forescout.com

Media Relations:

Katie Beck

650-314-8705

katie.beck@forescout.com

or

Joele Frank, Wilkinson Brimmer Katcher:

Joele Frank / Jed Repko / Andrew Siegel

212-355-4449

XML

Document and Entity Information	May 19, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 19, 2020
Entity Registrant Name	FORESCOUT TECHNOLOGIES, INC.
Entity Central Index Key	0001145057
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38253
Entity Tax Identification Number	51-0406800
Entity Address, Address Line One	190 West Tasman Drive
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	408
Local Phone Number	213-3191
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	FSCT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false