UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 13, 2012
Date of Report (date of earliest event reported)
SALESFORCE.COM, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-32224 | 94-3320693 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
The Landmark @ One Market, Suite 300
San Francisco, CA 94105
(Address of principal executive offices)
Registrant’s telephone number, including area code: (415) 901-7000
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)) |
Amendment No. 1
This Form 8-K/A is filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed by salesforce.com, inc. under Items 2.01, 3.02 and 9.01 on August 13, 2012. Amendment No. 1 is being filed to include the financial statements and financial information required under Item 9.01.
| Item 9.01 Financial Statements and Exhibits |
| SIGNATURE |
| EXHIBIT LIST |
| EXHIBIT 23.1 |
| EXHIBIT 99.1 |
| EXHIBIT 99.2 |
| EXHIBIT 99.3 |
Section 9—Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Business Acquired. |
The unaudited condensed consolidated financial statements of Buddy Media, Inc. as of June 30, 2012 and for the six months ended June 30, 2012 and 2011 and the notes related thereto are filed as Exhibit 99.1 to this Amendment No. 1 and are incorporated herein by reference.
The audited consolidated financial statements of Buddy Media, Inc. as of and for the years ended December 31, 2011 and 2010 and the notes related thereto are filed as Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined financial information of salesforce.com, inc. and Buddy Media, Inc. for the year ended January 31, 2012 and as of and for the six months ended July 31, 2012 and the notes related thereto are filed as Exhibit 99.3 to this Amendment No. 1 and are incorporated herein by reference.
| (d) | Exhibits. |
| Exhibit Number |
Description of Exhibit | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditor of Buddy Media, Inc. | |
| 99.1 | Unaudited condensed consolidated financial statements of Buddy Media, Inc. as of June 30, 2012 and for the six months ended June 30, 2012 and 2011 and the notes related thereto | |
| 99.2 | Audited consolidated financial statements of Buddy Media, Inc. as of and for the years ended December 31, 2011 and 2010 and the notes related thereto | |
| 99.3 | Unaudited pro forma condensed combined financial information of salesforce.com, inc. and Buddy Media, Inc. for the year ended January 31, 2012 and as of and for the six months ended July 31, 2012 and the notes related thereto | |
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.
| Dated: October 23, 2012 | salesforce.com, inc. | |
| /s/ Burke F. Norton | ||
| Burke F. Norton Executive Vice President and Chief Legal Officer | ||
| Exhibit No. |
Description of Exhibit | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditor of Buddy Media, Inc. | |
| 99.1 | Unaudited condensed consolidated financial statements of Buddy Media, Inc. as of June 30, 2012 and for the six months ended June 30, 2012 and 2011 and the notes related thereto | |
| 99.2 | Audited consolidated financial statements of Buddy Media, Inc. as of and for the years ended December 31, 2011 and 2010 and the notes related thereto | |
| 99.3 | Unaudited pro forma condensed combined financial information of salesforce.com, inc. and Buddy Media, Inc. for the year ended January 31, 2012 and as of and for the six months ended July 31, 2012 and the notes related thereto | |