Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Switch, Inc. | exhibit991pressrelease.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): May 7, 2020
Switch, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38231 | 82-1883953 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 7135 S. Decatur Boulevard | 89118 | |||||||
| Las Vegas, NV | (Zip Code) | |||||||
| (Address of principal executive offices) | ||||||||
(702) 444-4111
(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:
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Class A common stock, par value $0.001 | SWCH | New York Stock Exchange | ||||||
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 ¨
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 2.02 Results of Operations and Financial Condition.
On May 8, 2020, Switch, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2020.
The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 3.02 Unregistered Sales of Equity Securities.
On May 7, 2020, the Company issued an aggregate of 3,545,024 shares of the Company’s Class A common stock (the “Shares”) to certain members of Switch, Ltd. (the “Operating Company”) in connection with the exercise by such members of their respective redemption right for an equivalent number of common units of the Operating Company (the “Units”) and corresponding cancellation of an equivalent number of the Company’s Class B common stock. The Company elected to settle such redemption payment by issuance of the Shares. The redemption occurred pursuant to the terms of the Fifth Amended and Restated Operating Agreement of the Operating Company entered into in connection with the Company’s initial public offering. Pursuant to the redemption, the Company canceled its Class B common stock (one share for each of the Units) owned by such members. The Shares were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that it did not involve a public offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | ||||
| 99.1 | Press Release, dated May 8, 2020. | ||||
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | ||||
| 99.1 | |||||
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 hereunto duly authorized.
| Date: | May 8, 2020 | Switch, Inc. | |||||||||||||||
| (Registrant) | |||||||||||||||||
| By: | /s/ Gabe Nacht | ||||||||||||||||
| Name: | Gabe Nacht | ||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||