UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 November 12, 2019, RingCentral, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and BofA Securities, Inc. as the underwriters named therein (collectively, the “Underwriters”), and the selling stockholder named therein (the “Selling Stockholder”), in connection with the previously announced resale of 1,750,000 shares of the Company’s Class A Common Stock (the “Shares”) by the Selling Stockholder pursuant to the Company’s automatically effective registration statement on Form S-3 (Registration No. 333-234647) (the “Registration Statement”) and accompanying prospectus, together with the related prospectus supplements for the underwritten public offering of the Shares, filed with the Securities and Exchange Commission. Pursuant to the terms of the Underwriting Agreement, the Selling Stockholder agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, the Shares. The Company did not receive any proceeds from the sale of the Shares by the Selling Stockholder. The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations to the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with this offering, the legal opinion as to the legality of the Shares sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |||
| 1.1 |
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| 5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |||
| 23.1 |
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). | |||
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL). | |||
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.
| RINGCENTRAL, INC. | ||||
| Date: November 14, 2019 |
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| By: |
/s/ John Marlow | |||
| Name: |
John Marlow | |||
| Title: |
Chief Administrative Officer | |||