0000796343-18-000177.txt : 20181105 0000796343-18-000177.hdr.sgml : 20181105 20181105161205 ACCESSION NUMBER: 0000796343-18-000177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181031 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181105 DATE AS OF CHANGE: 20181105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADOBE INC. CENTRAL INDEX KEY: 0000796343 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770019522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15175 FILM NUMBER: 181160036 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 BUSINESS PHONE: 4085366000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 FORMER COMPANY: FORMER CONFORMED NAME: ADOBE SYSTEMS INC DATE OF NAME CHANGE: 19940208 8-K 1 adbe8-k11052018marketo.htm 8-K Document
 

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): November 5, 2018 (October 31, 2018)
Adobe Inc.
(Exact name of Registrant as specified in its charter)
Delaware
 
0-15175
 
77-0019522
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

345 Park Avenue
San Jose, California 95110-2704
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 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 2.01. Completion of Acquisition or Disposition of Assets.
On October 31, 2018, Adobe Inc. (“Adobe” or the “Company”), completed its previously announced acquisition of Marketo, Inc., a Delaware corporation (the “Acquisition”), pursuant to the Share Purchase Agreement (the “Purchase Agreement”), dated September 20, 2018, by and among Adobe, Milestone Topco, Inc., a Delaware corporation (“Topco”) and indirect parent company of Marketo, Inc. (collectively with Topco and Topco’s other subsidiaries, “Marketo”), the stockholders of Topco (the “Sellers”) and Vista Equity Partners Management, LLC, a Delaware limited liability company (the “Sellers’ Representative”), solely in its capacity as the Sellers’ representative. Pursuant to the Purchase Agreement, upon the closing of the transaction Adobe acquired all of the issued and outstanding shares of capital stock of Topco and other equity interests in Marketo.
The aggregate purchase price paid by Adobe for Marketo was approximately $4.75 billion, subject to certain purchase price adjustments specified in the Purchase Agreement.

The Purchase Agreement and the transactions contemplated by the Purchase Agreement is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on September 21, 2018, and is incorporated herein by reference.

Item 8.01. Other Events.
On October 31, 2018, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed to be “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, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The Company intends to file the financial statements of Marketo required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.
(d) Exhibits
 
 
 
 
 
Incorporated by Reference**
 
 
 
 
Exhibit
Number
 
Exhibit Description
 
Form
 
Filing Date
 
Exhibit Number
 
SEC File No.
 
Filed
Herewith
 
 
 
 
 
 
 
 
 
 
 
 
 
2.1
 
 
8-K
 
9/21/18
 
2.1

 
000-15175
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.1
 

 
 
 
 
 
 
 
 
 
X
Forward-Looking Statements
This report contains forward-looking information within the meaning of applicable securities law. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. Forward-looking statements relate to future events and future performance and reflect Adobe’s expectations regarding the ability to extend its leadership in the experience

2


business through the addition of Marketo’s platform and other anticipated benefits of the transaction. Forward-looking statements involve risks, including general risks associated with Adobe’s and Marketo’s business, uncertainties and other factors that may cause actual results to differ materially from those referred to in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to: Adobe’s ability to embed Marketo technology into Adobe Experience Cloud; the ability to integrate Marketo’s partner ecosystem with Adobe’s business; and any statements of assumptions underlying any of the foregoing. The reader is cautioned not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to Adobe and are qualified in their entirety by this cautionary statement. For a discussion of these and other risks and uncertainties, individuals should refer to Adobe’s SEC filings. Adobe does not assume any obligation to update any such forward-looking statements or other statements included in this press release.






3


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.
 
ADOBE INC.
 
 
 
By:
/s/ John Murphy
 
 
John Murphy
 
 
Executive Vice President and Chief Financial Officer

Date: November 5, 2018






4
EX-99.1 2 ex991-pressrelease.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
graphica03a01a01a08.jpg
Public Relations Contact
Stefan C. Offermann
Adobe
408-536-4023
sofferma@adobe.com
Investor Relations Contact
Mike Saviage
Adobe
408-536-4416
ir@adobe.com

FOR IMMEDIATE RELEASE
Adobe Completes Acquisition of Marketo

SAN JOSE, Calif. - Oct. 31, 2018 - Adobe (Nasdaq:ADBE) today announced the completion of its acquisition of Marketo, the market leader for B2B marketing engagement. With Adobe’s acquisition of Marketo, customers will benefit from the combination of Adobe Experience Cloud’s analytics, personalization and content capabilities with Marketo’s lead management, account-based marketing and revenue attribution technology, helping companies further connect marketing engagement to revenue growth. Marketo Engagement Platform will become part of Adobe Marketing Cloud, the leader in managing, optimizing, and orchestrating cross-channel experiences and campaigns across B2B and B2C use cases in all industries.
Digital transformation has become the mandate for executives in every boardroom across the globe. To compete and win today, businesses need to provide a world-class, end-to-end customer experience across every touchpoint. Adobe is leading the charge to reimagine customer experience management (CXM) with Adobe Experience Cloud, the industry’s only end-to-end solution for marketing, advertising, analytics and commerce.

The Marketo Engagement Platform drives business growth by personalizing complex buyer journeys and uniquely aligning marketing and sales teams across every channel. Marketo’s platform is feature-rich and cloud-native with significant opportunities for integration across Adobe Experience Cloud. Marketo’s ecosystem includes over 500 partners and an engaged marketing community with over 65,000 members.

“The combination of Adobe Experience Cloud and Marketo’s Engagement Platform provides an unrivaled set of solutions for delivering transformative customer experiences across industries and companies of all sizes-making every business an experience business,” said Brad Rencher, executive vice president and general manager, Digital Experience, Adobe. “Adobe is leading the charge to reimagine customer experience management, and with Marketo, we’re further delivering on this vision.”
“Marketo is the long-standing leader in B2B marketing,” said Steve Lucas, CEO, Marketo. “As a part of Adobe, we see an extraordinary opportunity to further accelerate Marketo’s momentum and deliver combined value to marketers around the world.”
With the acquisition now closed, Marketo CEO Steve Lucas will continue to lead the Marketo team as part of Adobe’s Digital Experience business, reporting to Brad Rencher.
About Adobe Experience Cloud
Adobe offers the industry’s only end-to-end solution for content creation, marketing, advertising, analytics and commerce. Unlike legacy enterprise platforms with static, siloed customer profiles, Adobe Experience Cloud helps companies deliver consistent, continuous and compelling experiences in real-time across customer touchpoints and channels-all while accelerating business growth.





About Marketo
Marketo Inc., an Adobe company, offers the leading Engagement Platform that empowers marketers to create lasting relationships and grow revenue. Consistently recognized as the industry's innovation pioneer, Marketo is the trusted platform for thousands of CMOs thanks to its scalability, reliability and openness. Marketo is headquartered in San Mateo, CA, with offices around the world, and serves as a strategic partner to large enterprises and fast-growing organizations across a wide variety of industries. To learn more about the Marketo Engagement Platform, LaunchPoint® partner ecosystem and the vast community that is the Marketing Nation®, visit www.marketo.com.
Forward-Looking Statements Disclosure
This press release includes forward-looking statements within the meaning of applicable securities law. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. Forward-looking statements relate to future events and future performance and reflect Adobe’s expectations regarding the ability to extend its leadership in the experience business through the addition of Marketo’s platform and other anticipated benefits of the transaction. Forward-looking statements involve risks, including general risks associated with Adobe’s and Marketo’s business, uncertainties and other factors that may cause actual results to differ materially from those referred to in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to: Adobe’s ability to embed Marketo technology into Adobe Experience Cloud; the ability to integrate Marketo’s partner ecosystem with Adobe’s business; and any statements of assumptions underlying any of the foregoing. The reader is cautioned not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to Adobe and are qualified in their entirety by this cautionary statement. For a discussion of these and other risks and uncertainties, individuals should refer to Adobe’s SEC filings. Adobe does not assume any obligation to update any such forward-looking statements or other statements included in this press release.
About Adobe
Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.
###
© 2018 Adobe Inc. All rights reserved. Adobe, Adobe Experience Cloud, and the Adobe logo are either registered trademarks or trademarks of Adobe in the United States and/or other countries. All other trademarks are the property of their respective owners.






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