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EX-99.1 - PRESS RELEASE - IMPERVA INCd382863dex991.htm
EX-10.1 - OFFER LETTER - IMPERVA INCd382863dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report: July 19, 2012 (Date of earliest event reported)

 

 

Imperva, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-35338   03-0460133
(Commission File Number)   (IRS Employer Identification No.)

3400 Bridge Parkway, Suite 200

Redwood Shores, California

  94065
(Address of Principal Executive Offices)   (Zip Code)

(650) 345-9000

(Registrant’s Telephone Number, Including Area Code)

 

 

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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Imperva, Inc. (“Imperva”) appointed James Tolonen to the Board and to the Audit Committee of the Board (the “Audit Committee”), effective July 19, 2012 upon Mr. Tolonen’s acceptance of such appointment.

In connection with his appointment to the Board, Mr. Tolonen will receive (1) an option to purchase shares of Imperva’s common stock equal to a Black-Scholes value on the date of grant of $100,000 at an exercise price equal to the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant (the “Option”), and (2) restricted stock units with a number of shares equal to $100,000 divided by the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant (the “RSUs”). The date of grant will be July 25, 2012, the first Wednesday following Mr. Tolonen’s acceptance of appointment to the Board. The Option and the RSUs will vest annually in equal installments over three years of service beginning on July 19, 2012. Upon a change in control of Imperva, the Option and the RSUs will vest in full. In addition, Mr. Tolonen will receive an annual retainer of $30,000 for his service as a Board member and an annual retainer of $7,000 for his service as an Audit Committee member.

It is expected that Mr. Tolonen will execute Imperva’s standard form of indemnification agreement. This agreement provides for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by Mr. Tolonen in any action or proceeding.

The foregoing descriptions are qualified in their entirety by the full text of the Offer Letter, dated July 16, 2012, between Imperva, Inc. and James Tolonen, attached as Exhibit 10.1 to this Current Report on Form 8-K, and the form of Indemnification Agreement, which was filed as Exhibit 10.4 to Imperva’s Amendment No. 4 to Form S-1 Registration Statement filed on October 28, 2011, each of which exhibit is incorporated by reference herein.

A copy of the press release announcing Mr. Tolonen’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

10.1    Offer Letter, dated July 16, 2012, between Imperva, Inc. and James Tolonen.
99.1    Press release issued by Imperva, Inc., dated July 20, 2012.


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 thereunto duly authorized.

 

IMPERVA, INC.
By:   /s/    Terrence J. Schmid
 

Terrence J. Schmid

Chief Financial Officer

Date: July 20, 2012


EXHIBIT INDEX

 

Number

  

Description

10.1    Offer Letter, dated July 16, 2012, between Imperva, Inc. and James Tolonen.
99.1    Press release issued by Imperva, Inc., dated July 20, 2012.