UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| x | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended January 31, 2011
OR
| ¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number: 001-32224
salesforce.com, inc.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3320693 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
The Landmark @ One Market, Suite 300
San Francisco, California 94105
(Address of principal executive offices)
Telephone Number (415) 901-7000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, par value $0.001 per share | New York Stock Exchange, Inc. |
Securities registered pursuant to section 12(g) of the Act:
Not applicable
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of Act. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
Based on the closing price of the Registrant’s common stock on the last business day of the Registrant’s most recently completed second fiscal quarter, which was July 31, 2010, the aggregate market value of its shares (based on a closing price of $98.95 per share) held by non-affiliates was approximately $11.7 billion. Shares of the Registrant’s common stock held by each executive officer and director and by each entity or person that owned 5 percent or more of the Registrant’s outstanding common stock were excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of January 31, 2011, there were approximately 132.9 million shares of the Registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for its 2011 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III of this Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K.
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This Amendment No. 1 (“Amendment”) on Form 10-K/A amends the annual report on Form 10-K of salesforce.com, inc. (the “Company”) for the period ended January 31, 2011, as filed with the Securities and Exchange Commission (the “Commission”) on March 23, 2011 (the “Form 10-K”).
This Amendment is an exhibit-only filing solely for the purpose of filing revised Exhibits 10.18, 10.19 and 10.20 in connection with the conclusion of the confidential treatment process. No revisions are being made to the Company’s financial statements and this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits. The exhibits listed below in the accompanying “Index to Exhibits” are filed or incorporated by reference as part of this Amendment.
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Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: June 24, 2011
| salesforce.com, inc. |
| /S/ GRAHAM SMITH |
| Graham Smith Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||||||
| /S/ MARC BENIOFF Marc Benioff |
Chairman of the Board of Directors |
June 24, 2011 | ||||||
| /S/ GRAHAM SMITH |
Chief Financial Officer (Principal Financial & Accounting Officer) |
June 24, 2011 | ||||||
| Graham Smith | ||||||||
| /S/ CRAIG CONWAY* |
Director | June 24, 2011 | ||||||
| Craig Conway | ||||||||
| /S/ ALAN HASSENFELD* |
Director | June 24, 2011 | ||||||
| Alan Hassenfeld | ||||||||
| /S/ CRAIG RAMSEY* |
Director | June 24, 2011 | ||||||
| Craig Ramsey | ||||||||
|
/S/ SANFORD R. ROBERTSON* |
Director | June 24, 2011 | ||||||
| Sanford R. Robertson | ||||||||
|
/S/ STRATTON SCLAVOS* |
Director | June 24, 2011 | ||||||
| Stratton Sclavos | ||||||||
|
/S/ LAWRENCE TOMLINSON* |
Director | June 24, 2011 | ||||||
| Lawrence Tomlinson | ||||||||
|
/S/ MAYNARD WEBB* |
Director | June 24, 2011 | ||||||
| Maynard Webb | ||||||||
|
/S/ SHIRLEY YOUNG* |
Director | June 24, 2011 | ||||||
| Shirley Young | ||||||||
| * By /S/ GRAHAM SMITH |
June 24, 2011 | |||||||
| Graham Smith, Attorney-in-Fact | ||||||||
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Index to Exhibits
| Exhibit 2.1(1) | Agreement and Plan of Merger dated as of December 7, 2010, by and among salesforce.com, inc., Hi’iaka Acquisition Corporation, Heroku, Inc. and with respect to Articles VII, VIII and IX thereof only, John Connors as Stockholder Representative and U.S. Bank National Association as Escrow Agent | |
| Exhibit 3.1(2) | Restated Certificate of Incorporation of salesforce.com, inc. | |
| Exhibit 3.2(3) | Amended and Restated Bylaws of salesforce.com, inc. | |
| Exhibit 4.1(2) | Specimen Common Stock Certificate | |
| Exhibit 4.2(4) | Indenture between salesforce.com, inc. and U.S. Bank National Association, dated as of January 19, 2010 including the form of 0.75% Convertible Senior Notes due 2015 therein | |
| Exhibit 10.1*(2) | Form of Indemnification Agreement between salesforce.com, inc. and its officers and directors | |
| Exhibit 10.2*(5) | 1999 Stock Option Plan, as amended | |
| Exhibit 10.3*(6) | 2004 Equity Incentive Plan, as amended | |
| Exhibit 10.4*(2) | 2004 Employee Stock Purchase Plan | |
| Exhibit 10.5*(7) | 2004 Outside Directors Stock Plan, as amended | |
| Exhibit 10.6*(3) | 2006 Inducement Equity Incentive Plan | |
| Exhibit 10.7*(8) | Mahalo Bonus Plan | |
| Exhibit 10.8**(5) | Master Service Agreement dated May 17, 2005 between salesforce.com, inc. and Equinix, Inc. | |
| Exhibit 10.9(9) | Resource Sharing Agreement dated as of January 29, 2009 between salesforce.com, inc., salesforce.com foundation, and salesforce.org | |
| Exhibit 10.10(7) | Reseller Agreement dated as of January 30, 2009 between salesforce.com, inc and salesforce.org | |
| Exhibit 10.11*(7) | Form of Offer Letter and schedule of omitted details thereto | |
| Exhibit 10.12*(9) | Form of Change of Control and Retention Agreement as entered into with Marc Benioff | |
| Exhibit 10.13*(9) | Form of Change of Control and Retention Agreement as entered into with Parker Harris, George Hu, Graham Smith, Jim Steele, Polly Sumner and Frank van Veenendaal | |
| Exhibit 10.14*(9) | Form of Change of Control and Retention Agreement as entered into with David Schellhase | |
| Exhibit 10.15(4) | Purchase Agreement dated January 12, 2010 between salesforce.com, inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named in Schedule A thereto | |
| Exhibit 10.16(4) | Form of Convertible Bond Hedge Confirmation | |
| Exhibit 10.17(4) | Form of Warrant Confirmation | |
| Exhibit 10.18** | Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 21, 2010 by and between ARE-San Francisco No. 22, LLC and Bay Jacaranda No. 3334, LLC | |
| Exhibit 10.19** | Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 21, 2010 by and between ARE-San Francisco No. 16, LLC and Bay Jacaranda No. 2932, LLC | |
| Exhibit 10.20** | Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 21, 2010 by and between ARE-San Francisco No. 19, LLC and Bay Jacaranda No. 2627, LLC | |
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| Exhibit 21.1(7) | List of Subsidiaries | |
| Exhibit 23.1(7) | Consent of Independent Registered Public Accounting Firm | |
| Exhibit 24.1(7) | Power of Attorney | |
| Exhibit 31.1(7) | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 31.2(7) | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 31.3 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 31.4 | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 32.1(7) | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 101.INS(7)(10) | XBRL Instance Document | |
| Exhibit 101.SCH(7)(10) | XBRL Taxonomy Extension Schema Document | |
| Exhibit 101.CAL(7)(10) | XBRL Taxonomy Extension Calculation Linkbase Document | |
| Exhibit 101.DEF(7)(10) | XBRL Extension Definition | |
| Exhibit 101.LAB(7)(10) | XBRL Taxonomy Extension Label Linkbase Document | |
| Exhibit 101.PRE(7)(10) | XBRL Taxonomy Extension Presentation Linkbase Document | |
| * | Denotes a management contract or compensatory plan or arrangement. |
| ** | Confidential treatment has been requested for a portion of this exhibit. |
| (1) | Incorporated by reference from the company’s Form 8-K as filed with the Securities and Exchange Commission on December 8, 2010. |
| (2) | Incorporated by reference from the Company’s registration statement on Form S-1 (No. 333-111289), Amendment No. 3, as filed with the Securities and Exchange Commission on April 20, 2004. |
| (3) | Incorporated by reference from the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 14, 2011. |
| (4) | Incorporated by reference from the company’s Form 8-K as filed with the Securities and Exchange Commission on January 19, 2010. |
| (5) | Incorporated by reference from the Company’s Form 10-K for the annual period ended January 31, 2006 as filed with the Securities and Exchange Commission on March 15, 2006. |
| (6) | Incorporated by reference from the Company’s Form 10-Q for the quarterly period ended July 31, 2006 as filed with the Securities and Exchange Commission on August 18, 2006. |
| (7) | Incorporated by reference from the Company’s Form 10-K for the annual period ended January 31, 2011 as filed with the Securities and Exchange Commission on March 23, 2011. |
| (8) | Incorporated by reference from the Company’s Form 10-Q for the quarterly period ended July 31, 2009 as filed with the Securities and Exchange Commission on August 25, 2009. |
| (9) | Incorporated by reference from the Company’s Form 10-K for the annual period ended January 31, 2010 as filed with the Securities and Exchange Commission on March 11, 2010. |
| (10) | The financial information contained in these XBRL documents is unaudited and these are not the official publicly filed financial statements of salesforce.com, inc. The purpose of submitting these XBRL documents is to test the related format and technology, and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions. In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
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