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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/12/21 Microsoft Corp. 8-K:7,9 4/12/21 13:6M Donnelley … Solutions/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-99.1 Miscellaneous Exhibit HTML 20K 3: EX-99.2 Miscellaneous Exhibit HTML 12K 9: R1 Document and Entity Information HTML 56K 11: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- d171120d8k_htm XML 23K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- msft-20210412_def XML 42K 6: EX-101.LAB XBRL Labels -- msft-20210412_lab XML 70K 7: EX-101.PRE XBRL Presentations -- msft-20210412_pre XML 44K 4: EX-101.SCH XBRL Schema -- msft-20210412 XSD 17K 12: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 13: ZIP XBRL Zipped Folder -- 0001193125-21-112687-xbrl Zip 18K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
(Exact name of registrant as specified in its charter)
|i Washington||i 001-37845||i 91-1144442|
|(State or other jurisdiction
|i One Microsoft Way, i Redmond, i Washington||i 98052-6399|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code:
( i 425) i 882-8080
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):
|i ☐|| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|i ☐|| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|i ☐|| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|i ☐|| |
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
Name of each exchange on which registered
|i Common stock, $0.00000625 par value per share||i MSFT||i NASDAQ|
|i 2.125% Notes due 2021||i MSFT||i NASDAQ|
|i 3.125% Notes due 2028||i MSFT||i NASDAQ|
|i 2.625% Notes due 2033||i MSFT||i NASDAQ|
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 i ☐
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 7.01|| |
Regulation FD Disclosure.
On April 12, 2021, Microsoft Corporation (“Microsoft”) issued a press release announcing that it had entered into a definitive agreement pursuant to which Microsoft will acquire Nuance Communications, Inc. (“Nuance”) for $56.00 per share in an all-cash transaction valued at $19.7 billion, inclusive of Nuance’s net debt. The full text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
On and after April 12, 2021, representatives of Microsoft and Nuance will present information about the transaction to various investors. The presentation will include the slides attached hereto as Exhibit 99.2 and incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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 liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01|| |
Financial Statements and Exhibits.
|99.1||Press Release, dated April 12, 2021|
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.
|Date: April 12, 2021|
|Keith R. Dolliver|
|This ‘8-K’ Filing||Date||Other Filings|
|Filed on / For Period end:||4/12/21||None on these Dates|
|List all Filings|