UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices)
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 March 2, 2021, Pluralsight, Inc. issued a press release regarding the adjournment of the Special Meeting of Stockholders scheduled to be held on March 2, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release, dated March 2, 2021 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
1
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 hereunto duly authorized.
| Pluralsight, Inc. | ||||||
| Date: March 2, 2021 |
/s/ Matthew Forkner | |||||
| Matthew Forkner | ||||||
| Chief Legal Officer & Corporate Secretary | ||||||
2
Exhibit 99.1
| Page 1 of 2 |
Pluralsight Special Meeting Release – Adjourn
NOT FOR IMMEDIATE RELEASE – FOR CONTINGENCY PLANNING PURPOSES
Pluralsight To Adjourn Special Meeting of Shareholders
SILICON SLOPES, Utah, March 2, 2021 – Pluralsight, Inc. (NASDAQ: PS), the technology workforce development company, today announced that it intends to convene and then adjourn the special meeting of shareholders scheduled to occur at 10:30 a.m., Mountain Time, on Tuesday, March 2, 2021. No other business will be conducted at the special meeting.
Pluralsight is adjourning the special meeting to provide additional time to solicit proxies from shareholders, and for Pluralsight and Vista Equity Partners (“Vista”) to discuss whether there is a potential path to completing their proposed transaction on revised terms. There can be no assurance that these discussions will be successful or that they will result in any modifications to the currently contemplated transaction. Pluralsight does not intend to further comment publicly on the status of these discussions.
The special meeting will be adjourned to 10:30 a.m., Mountain Time, on Tuesday, March 9, 2021. The special meeting will still be held online via a live interactive webcast on the internet at http://www.cesonlineservices.com/ps21_vm. The record date for shareholders entitled to vote at the special meeting remains January 15, 2021.
As previously announced on December 13, 2020, affiliates of Vista agreed to acquire all outstanding shares of Pluralsight common stock for $20.26 per share in an all-cash transaction valued at approximately $3.5 billion.
If Pluralsight shareholders have any questions or need assistance voting their shares, please contact Innisfree M&A Incorporated, Pluralsight’s proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders (Toll-Free): 1-877-687-1866
Banks and Brokers (Collect): 1-212-750-5833
About Pluralsight
Pluralsight is the leading technology workforce development company that helps companies and teams build better products by developing critical skills, improving processes and gaining insights through data, and providing strategic skills consulting. Trusted by forward-thinking companies of every size in every industry, Pluralsight helps individuals and businesses transform with technology. Pluralsight Skills helps enterprises build technology skills at scale with expert-authored courses on today’s most important technologies, including cloud, artificial intelligence and machine learning, data science, and security, among others. Skills also includes tools to align skill development with business objectives, virtual instructor-led training, hands-on labs, skill assessments and one-of-a-kind analytics. Flow complements Skills by providing engineering teams with actionable data and visibility into workflow patterns to accelerate the delivery of products and services. For more information about Pluralsight (NASDAQ: PS), visit pluralsight.com.
| Page 2 of 2 |
Forward-Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding our pending acquisition by affiliates of Vista (the “Transaction”), including the possibility of revisions to the terms of the Transaction. These forward-looking statements involve risks and uncertainties. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our 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, including the risk that required approvals from the stockholders of Pluralsight for the Transaction or required regulatory approvals are not obtained; potential 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 Transaction disrupts the current plans and operations of Pluralsight; and the risks described in the filings that we make with the Securities and Exchange Commission (the “SEC”) 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 SEC on February 25, 2020, and amended on March 2, 2020, and which should be read in conjunction with our financial results and forward-looking statements. Our filings with the SEC are available on the SEC filings section of the Investor Relations page of our website at http://investors.pluralsight.com. All forward-looking statements in this communication are based on information available to us as of the date of this communication, 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
Mark McReynolds
mark-mcreynolds@pluralsight.com
Media
DJ Anderson
press@pluralsight.com
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman / Jed Repko
212.355.4449
Document and Entity Information |
Mar. 02, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001725579 |
| Document Type | 8-K |
| Document Period End Date | Mar. 02, 2021 |
| Entity Registrant Name | PLURALSIGHT, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38498 |
| Entity Tax Identification Number | 82-3605465 |
| Entity Address, Address Line One | 42 Future Way |
| Entity Address, City or Town | Draper |
| Entity Address, State or Province | UT |
| Entity Address, Postal Zip Code | 84020 |
| City Area Code | (801) |
| Local Phone Number | 784-9007 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, $0.0001, par value per share |
| Trading Symbol | PS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |