8-KRegulation FD

Salesforce, Inc. 8-K Report, Regulation FD Disclosure (Aug 19, 2005)

Filed August 19, 2005For Securities:CRM

Summary

This 8-K filing from Salesforce.com, Inc. (CRM) on August 19, 2005, primarily discloses the adoption of a second Rule 10b5-1 sales plan by its Chairman and CEO, Marc Benioff. This plan allows for the orderly sale of up to 3.9 million shares of his company stock over approximately one year, commencing on August 22, 2005. The sales are subject to certain price restrictions and can be terminated at any time. This plan is in addition to a previously established sales plan. For investors, this filing indicates potential future selling pressure on the stock from a significant insider, though the plan is designed to be executed in a controlled manner. Mr. Benioff's beneficial ownership as of August 18, 2005, was approximately 26.85 million shares. The company states it will not provide ongoing updates on these insider trading plans beyond what is legally required.

Key Highlights

  • 1CEO Marc Benioff adopted a second Rule 10b5-1 trading plan for selling company stock.
  • 2The new plan allows for the sale of up to 3.9 million Salesforce.com shares.
  • 3Sales are expected to commence on August 22, 2005, and continue for approximately one year.
  • 4The plan permits selling 10,000 shares per trading day while the first plan is active, increasing to 20,000 shares per day thereafter.
  • 5Sales are subject to price restrictions and can be terminated by Mr. Benioff at any time.
  • 6As of August 18, 2005, Mr. Benioff beneficially owned 26,854,667 shares.
  • 7The company will not routinely report on insider trading plan modifications or transactions.

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