8-KMaterial AgreementsOther EventsExhibits & Filings

Workday, Inc. 8-K Report, Material Agreement (Jan 15, 2014)

Filed January 15, 2014For Securities:WDAY

Summary

Workday, Inc. (WDAY) filed an 8-K on January 15, 2014, to report on a material definitive agreement related to a follow-on offering of its Class A common stock. The company entered into an underwriting agreement with Morgan Stanley & Co. LLC, as representative of the underwriters, to sell up to 6,000,000 shares at $89.00 per share. An additional option for 900,000 shares to cover potential over-allotments was also granted. The offering, which became effective on January 13, 2014, is expected to generate net proceeds of approximately $514.9 million, or $592.3 million if the over-allotment option is fully exercised. Workday intends to use these funds for general corporate purposes and working capital, with a possibility of using a portion for future acquisitions, though no specific acquisitions are currently planned.

Key Highlights

  • 1Workday announced a follow-on stock offering of up to 6,000,000 shares of Class A common stock.
  • 2The offering price is set at $89.00 per share.
  • 3An over-allotment option for an additional 900,000 shares was granted to underwriters.
  • 4The company expects net proceeds of approximately $514.9 million, potentially rising to $592.3 million if the over-allotment option is exercised.
  • 5Proceeds are designated for working capital and general corporate purposes.
  • 6Future acquisitions of businesses, technologies, or assets are a potential use for a portion of the proceeds, though no specific deals are in place.
  • 7The offering is made under a previously filed and effective Registration Statement on Form S-3.

Frequently Asked Questions

This 8-K filing is primarily to announce Workday's entry into a material definitive agreement for a follow-on offering of its Class A common stock and to provide details regarding the terms and expected proceeds of this offering.

Workday estimates net proceeds of approximately $514.9 million from the offering. This amount could increase to approximately $592.3 million if the underwriters fully exercise their option to purchase additional shares to cover over-allotments.

The company intends to use the net proceeds for working capital and general corporate purposes. Workday also anticipates that a portion of the proceeds may be used for acquisitions of businesses, technologies, or other assets, although no specific acquisition agreements are currently in place.

The $89.00 per share price is the agreed-upon price at which Workday will sell its Class A common stock to the underwriters in this follow-on offering. This price is a key term of the underwriting agreement.