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)

August 5, 2019

SVMK Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38664	80-0765058
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Curiosity Way

San Mateo, California 94403

(Address of principal executive offices)(Zip Code)

(650) 543-8400

(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:

☐ 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 $0.00001 per share	SVMK	The Nasdaq Stock Market LLC (The 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 3.02 Unregistered Sales of Equity Securities

In connection with an acquisition agreement (the “Acquisition Agreement”) entered into on August 5, 2019, SVMK Inc. (the "Company") agreed to issue shares of its common stock (“Common Stock”) to a stockholder of GFB Holdings, Inc. ("GFB"), the sole shareholder of GetFeedback, Inc., as a portion of the consideration for the Company’s acquisition of all of the outstanding equity of GFB (the “Acquisition”). The number of shares of the common stock will be determined at the closing of the Acquisition by dividing approximately $6.5M (subject to customary adjustments as set forth in the Acquisition Agreement) by the average closing price per share of the Common Stock during the last 30 trading days on Nasdaq ending on and including the second trading day prior to the closing.   

The issuance of shares of the Common Stock to the stockholder of GFB will be made in accordance with the terms and subject to the conditions set forth in the Acquisition Agreement, in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) investment representations obtained from the stockholder of GFB, including with respect to its status as accredited investors, (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities.

Item 7.01 Regulation FD Disclosure

On August 5, 2019, the Company issued a press release announcing the pending acquisition of GetFeedback, Inc. (GFB’s wholly-owned subsidiary). A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information furnished in this Item 7.01 of this Current Report on Form 8-K, and the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated August 5, 2019.

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.

	SVMK Inc.
Dated: August 8, 2019	By:	/S/    DEBORAH L. CLIFFORD
		DEBORAH L. CLIFFORD Chief Financial Officer

EX-99.1

Exhibit 99.1

SurveyMonkey to Acquire Customer Experience Management Company GetFeedback

SurveyMonkey and GetFeedback to combine forces to help enterprise customers accelerate ability to act on deep customer insights  

SAN MATEO, Calif. and SAN FRANCISCO — August 5, 2019 — SurveyMonkey (Nasdaq: SVMK), a leading global survey software company, announced today that it has entered into an agreement to acquire customer experience management company GetFeedback, Inc. A top-rated feedback solution for Salesforce according to the Salesforce AppExchange, GetFeedback serves 10,000 leading brands, which include enterprise customers like Cisco, 3M, Caterpillar, Johnson & Johnson, Walgreens, and Salesforce.

The acquisition of GetFeedback, a leading customer experience solution purpose-built for the Salesforce ecosystem, is a strategic move for SurveyMonkey which is rapidly scaling its enterprise offerings and continuing to invest in integrations with customers’ systems of record. SurveyMonkey and GetFeedback align on a vision to help customers collect important feedback by offering solutions that can be deployed in days. A shared competitive advantage of the companies is ease-of-use and time-to-value.

“SurveyMonkey and GetFeedback have an aligned vision on helping businesses navigate the feedback economy. Our customers can unlock growth and innovation in their organizations by understanding and taking action on the insights they collect with our solutions,” says Zander Lurie, chief executive officer of SurveyMonkey. “SurveyMonkey’s deep expertise on feedback collection and analytics combined with GetFeedback’s rich capabilities in integrating feedback within the Salesforce ecosystem will allow us to be the premier customer experience solution for our customers. I am excited to welcome the incredibly talented GetFeedback team to the SurveyMonkey family.”

"We're thrilled that GetFeedback and SurveyMonkey, both long-time partners on the Salesforce AppExchange, are joining forces," said Tom McCleary, senior vice president of strategic product partners at Salesforce. "Customer feedback is critical to creating a complete, intelligent view of the customer. We're excited about the accelerated innovation in customer experience management that they will be able to deliver together to our mutual customers."

“By understanding how customers are perceiving their brand, companies can take immediate action to resolve issues and improve their customer experience to ultimately boost customer retention and loyalty,” said Craig Shull, chief executive officer of GetFeedback. “With our combined strengths of ease-of-use and rapid deployment of customer experience programs in days not months, our customers can expect accelerated time-to-value in the market. I look forward to joining forces with the SurveyMonkey team to bring customer experience innovation to current and future enterprise customers.”

Details Regarding the Transaction

Under the terms of the agreement, SurveyMonkey will acquire GetFeedback for approximately $68 million, comprised of a mix of cash and equity. Salesforce Ventures, an existing investor in both companies, will receive equity consideration in the transaction. The acquisition is expected to close in Q3 2019 subject to certain customary closing conditions.

The acquisition is expected to be accretive to revenue growth for the full year 2019 and somewhat dilutive to non-GAAP operating margin and unlevered free cash flow for Q3 2019 and the full year 2019. Additional details will be provided on our Q3 2019 earnings call.

Forward-Looking Statements

This press release contains forward-looking statements related to SurveyMonkey,GetFeedback and the potential benefits of the acquisition, including statements regarding future product plans and strategies and the timing of closing. Actual events or results may differ materially from those contained in the forward-looking statements due to risks, uncertainties and assumptions. These risks and uncertainties include, but are not limited to, risks associated with: SurveyMonkey’s ability to successfully integrate GetFeedback and its products, personnel and technology; execution of SurveyMonkey’s plans and strategies; the closing of the transaction; and other important factors that could cause results of the acquisition and related transactions to differ materially from those contained in SurveyMonkey’s forward-looking statements described in the documents SurveyMonkey files from time to time with the SEC, including SurveyMonkey’s most recent Form 10-Q, as well as SurveyMonkey’s future filings. Although SurveyMonkey believes that the expectations reflected in the forward-looking statements are reasonable, SurveyMonkey cannot guarantee future results, levels of activity, performance, or achievements. SurveyMonkey is under no duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by law.

About SurveyMonkey

SurveyMonkey is a leading global survey software company on a mission to power the curious. The company’s People Powered Data platform empowers over 17 million active users to measure and understand feedback from employees, customers, website and app users, and the market. SurveyMonkey’s products, enterprise solutions and integrations enable 335,000+ organizations to solve daily challenges, from delivering better customer experiences to increasing employee retention. With SurveyMonkey, organizations around the world can transform feedback into business intelligence that drives growth and innovation.

About GetFeedback

GetFeedback powers brands with the customer experience solution they need to exceed customer expectations. As the #1-rated feedback solution for Salesforce, GetFeedback is trusted by over 10,000 brands to measure key customer metrics, take immediate action on feedback, and drive customer retention and growth. By marrying rich feedback data with Salesforce customer data, GetFeedback enables companies like Salesforce, Caterpillar, and Yeti to have a complete view of their customers and provide the best experience possible.

Press Contacts:

Sandra Gharib

sandrag@surveymonkey.com

Investor Relations Contact:

Karim Damji

investors@surveymonkey.com