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EX-3.1 - EX-3.1 - VEEVA SYSTEMS INCd615271dex31.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):

October 21, 2013

 

 

Veeva Systems Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36121   20-8235463

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4637 Chabot Drive, Suite 210

Pleasanton, California 94588

(Address of principal executive offices, including zip code)

(925) 452-6500

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2):

 

¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Restatement of Certificate of Incorporation

On October 21, 2013, Veeva Systems Inc. (the “Company”) filed a restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the completion of the Company’s initial public offering of shares of its Class A common stock. As described in the Registration Statement on Form S-1 (File No. 333-191085), the Company’s board of directors and stockholders previously approved the Restated Certificate to be effective upon the completion of the initial public offering.

A copy of the Restated Certificate is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective as of October 21, 2013, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the completion of the Company’s initial public offering of shares of its Class A common stock. The Company’s board of directors and stockholders previously approved the Restated Bylaws to be adopted in connection with, and to be effective upon, the completion of the Company’s initial public offering.

A copy of the Restated Bylaws is filed herewith as Exhibit 3.2 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

3.1    Restated Certificate of Incorporation of Veeva Systems Inc.
3.2    Amended and Restated Bylaws of Veeva Systems Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191085), filed with the Securities and Exchange Commission on October 3, 2013).


SIGNATURES

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.

 

Veeva Systems Inc.
By:  

/s/ JOSH FADDIS

  Josh Faddis
  Vice President, General Counsel

Dated: October 22, 2013


EXHIBIT INDEX

 

Exhibit
No.

  

Description

3.1    Restated Certificate of Incorporation of Veeva Systems Inc.
3.2    Amended and Restated Bylaws of Veeva Systems Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191085), filed with the Securities and Exchange Commission on October 3, 2013).