svmk-8k_20190227.htm

 

 

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)

February 27, 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))

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 February 27, 2019, SVMK Inc. (the "Company") agreed to issue shares of its common stock (“Common Stock”) to the stockholders of Usabilla Holding B.V. ("Usabilla") as a portion of the consideration for the Company’s acquisition of all of the outstanding equity of Usabilla (the “Acquisition”). The number of shares of the common stock will be determined at the closing of the Acquisition by dividing approximately $26.6 million by the volume weighted average closing price per share of the Common Stock during the last 120 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 stockholders of Usabilla 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 Regulation S promulgated under the Securities Act, 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 stockholders of Usabilla, including with respect to their residency and 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 March 5, 2019, the Company issued a press release announcing the pending acquisition of Usabilla. 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 March 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: March 5, 2019

 

By:

/S/    TIMOTHY J. MALY

 

 

 

TIMOTHY J. MALY

Chief Financial Officer and Chief Operating Officer

 

 

svmk-ex991_24.htm

 

Exhibit 99.1

 

SurveyMonkey to Acquire Usabilla to Expand Enterprise Suite of Customer Feedback Solutions

 

Usabilla’s Voice of Customer (VoC) technology will provide significant value to SurveyMonkey’s enterprise customers and further accelerate revenue growth

 

SAN MATEO, Calif. and AMSTERDAM, — March 5, 2019 — SurveyMonkey (Nasdaq: SVMK), a leading global survey software company, announced today that it has entered into an agreement to acquire Usabilla, a leading global Voice of Customer (VoC) technology provider. Usabilla empowers over 450 enterprises in 35 countries, including global brands like Lufthansa, Philips, and Vodafone, to collect, analyze, and act on real-time user feedback to improve their products and customer experience. Headquartered in Amsterdam, Usabilla employs over 130 people in Europe, the United States, and Australia.

 

“Usabilla’s outstanding user experience solution for capturing real-time digital feedback enhances our enterprise offerings and expands our international footprint,” said Zander Lurie, chief executive officer of SurveyMonkey. “Every brand needs to offer a compelling digital experience to win and retain customers—Usabilla’s solution helps companies collect 100,000 feedback interactions daily so they can improve their digital experiences and drive growth. The acquisition of Usabilla strengthens our position in this rapidly growing multi-billion-dollar market. I’m thrilled to welcome the Usabilla team to SurveyMonkey for this exciting new chapter together.”

 

“SurveyMonkey’s global reach in over 345,000 organizations, strong brand recognition and sales expertise will accelerate our growth in new markets and verticals,” said Marc van Agteren, chief executive officer of Usabilla. “We share the mission to power the curious and a commitment to building SaaS offerings that help our clients improve their customer experiences.”

 

SurveyMonkey data* shows that 75% of users have left a website and 58% have abandoned an online purchase because of a bug or poor user experience. At the same time, website owners and developers lack visibility on the digital experiences they offer as only a small fraction of customers find a way to give feedback.

 

 


 

Usabilla’s innovative and secure platform makes it easy to collect the feedback that can transform digital experiences and accelerate sales. It complements SurveyMonkey’s existing enterprise solutions to deliver the most comprehensive Customer Powered Data portfolio. SurveyMonkey already offers SurveyMonkey CX, a turn-key NPS® solution for businesses to collect, understand, and act on customer feedback, and TechValidate, which captures and transforms customer feedback into case studies, testimonials, reviews, and more. In line with SurveyMonkey’s open-platform strategy, Usabilla’s solutions easily integrate with leading SaaS platforms and other systems of record that SurveyMonkey customers already use, such as Jira and Slack.

 

Details Regarding the Transaction

 

Under the terms of the agreement, SurveyMonkey will acquire Usabilla for approximately $80 million, comprised of a mix of cash and equity, and subject to certain purchase price adjustments and customary closing conditions. The acquisition is expected to close in Q2 2019.

 

For the full-year 2019, the acquisition is expected to be accretive to revenue growth and is expected to be slightly dilutive to non-GAAP operating margin and unlevered free cash flow. Additional details will be provided on our Q1 2019 earnings call.

 

Forward-Looking Statements

This press release contains forward-looking statements related to SurveyMonkey, Usabilla, 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 Usabilla 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-K, 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.

 

 


 

 

NPS is a registered trademark of Bain & Company, Inc., Fred Reichheld and Satmetrix Systems, Inc.

 

*SurveyMonkey survey of 3,313 U.S. consumers, conducted Feb 27 – March 1, 2019

 

About SurveyMonkey

Founded in 1999, SurveyMonkey changed the way people gather feedback by making it easy for anyone to create their own online surveys. Our mission is to power curious individuals and organizations around the globe to measure, benchmark and act on the opinions that drive success. Our People Powered Data platform enables organizations of any size to have conversations at scale to deliver impactful customer, employee and market insights. Our 850+ employees are dedicated to fueling the curiosity of over 17.5 million active users globally.

 

About Usabilla

Usabilla empowers brands like Lufthansa, Philips, and Vodafone to become truly customer-centric by improving digital experiences on websites, apps and emails. Enterprises acquire the ultimate solution to capture the voice of their customers, collect quantitative along with qualitative data, and turn insights into actions that drive success.

 

Press Contacts:

Irina Efremova

irinae@surveymonkey.com

+ 1 650 681 3464

 

Sophie Corlay

Sophie.corlay@usabilla.com

+ 31 20 772 7835

 

Investor Relations Contact:

Karim Damji

investors@surveymonkey.com