UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Second Supplemental Indenture
On September 15, 2021, Cornerstone OnDemand, Inc. (the “Company”) entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) with U.S. Bank National Association, as the trustee (the “Trustee”) under that certain Indenture, dated as of December 8, 2017 (as amended by that certain First Supplemental Indenture, dated as of April 20, 2020, and as further amended by the Second Supplemental Indenture, the “Indenture”), between the Company and the Trustee, in connection with the merger of the Company with and into Sunshine Software Merger Sub, Inc. (“Merger Sub”) (the “Merger”), with the Company surviving as an indirect wholly-owned subsidiary of Sunshine Software Holdings, Inc. (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated as of August 5, 2021, between the Company, Parent and Merger Sub. The Second Supplemental Indenture provides, among other things, for the amendment of Section 4.07 of the Indenture to permit the financing for the Merger and for the mechanics regarding the automatic conversion of certain outstanding convertible notes into cash upon closing of the Merger. The foregoing description of the Second Supplemental Indenture is not complete and is qualified in its entirety by reference to the complete terms and conditions of the Indenture, including the Second Supplemental Indenture, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
| Item 3.03 | Material Modifications to Rights of Security Holders. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 4.1 | Second Supplemental Indenture, dated September 15, 2021, between Cornerstone OnDemand, Inc. and U.S. Bank National Association, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| CORNERSTONE ONDEMAND, INC. |
| /s/ Adam Weiss |
| Adam Weiss |
| Chief Administrative Officer & General Counsel |
Date: September 21, 2021