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ServiceNow Announces Partial Release of Lock-up Agreement with a Director in Connection with Proposed Follow-on Offering and



  ServiceNow Announces Partial Release of Lock-up Agreement with a Director in
  Connection with Proposed Follow-on Offering and Waiver of Lock-up Extension
  Provision in Lock-up Agreements

Business Wire

SAN DIEGO -- November 09, 2012

ServiceNow (NYSE: NOW), a leading provider of cloud-based services to automate
enterprise IT operations, announced today that Morgan Stanley & Co. LLC, on
behalf of itself and the other underwriters for ServiceNow’s previously
completed initial public offering of shares of common stock, is releasing a
lock-up restriction with respect to certain shares of ServiceNow’s common
stock held by a director of ServiceNow to be sold in the proposed offering
and, in addition, is granting a waiver to a specific provision found in all of
the IPO lock-up agreements that were entered into by ServiceNow and
ServiceNow’s securityholders. The release and waiver will each take effect
concurrently with ServiceNow’s recently announced proposed offering, and the
shares offered by the director may be sold only in connection with that
offering.

The specific provision in the IPO lock-up agreements being waived is the
lock-up extension provision that may extend, upon the occurrence of certain
events, the 180-day IPO lock-up period for an additional period of up to 34
days (the “Extension Provision”). This waiver is being granted as a result of
recent amendments to certain rules of the Financial Industry Regulatory
Authority, Inc. that cause the Extension Provision to be inapplicable to
lock-ups entered into as part of an offering of securities by an “emerging
growth company” (as defined in the Jumpstart Our Business Startup Acts of
2012). ServiceNow is an “emerging growth company” for purposes of those rules.
This waiver is limited solely to the Extension Provision and, taken together
with all partial lock-up releases allowing for the sale of shares in
ServiceNow’s recently announced proposed offering, do not waive or release in
any other respect the IPO lock-up agreements, which remain scheduled to expire
on December 25, 2012.

On October 31, 2012, the company filed a registration statement with the U.S.
Securities and Exchange Commission (the “SEC”) for a proposed public offering
of shares of its common stock by ServiceNow and certain selling stockholders.
ServiceNow will not receive any proceeds from the sale of the shares by the
selling stockholders. The primary purposes of the offering are to facilitate
an orderly distribution of our shares by the selling stockholders, increase
the company's public float and increase the company's financial flexibility.

Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc., and Deutsche Bank
Securities Inc. will be acting as lead book-running managers for the offering.
Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and UBS Securities
LLC will be acting as joint book-running managers for the offering. Pacific
Crest Securities LLC and Wells Fargo Securities, LLC will be acting as
co-managers.

A registration statement relating to these securities has been filed with the
SEC but has not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time that the registration statement
becomes effective.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.

The offering will be made only by means of a prospectus. Copies of the
preliminary prospectus related to the offering may be obtained, when
available, from Morgan Stanley & Co. LLC, Attention: Prospectus Department,
180 Varick Street, 2nd Floor, New York, NY 10014, or by calling (866)
718-1649, or by emailing a request to prospectus@morganstanley.com; from
Citigroup Global Markets, Inc., Brooklyn Army Terminal, 140 58th Street, 8th
floor, Brooklyn, NY 11220, or by calling (800) 831-9146, or by emailing a
request to batprospectusdept@citi.com; or from Deutsche Bank Securities Inc.,
Attention: Prospectus Department, 60 Wall Street, New York, NY 10005-2836, or
by calling (800) 503-4611, or by emailing a request to prospectus.cpdg@db.com.

ServiceNow and the ServiceNow logo are trademarks of ServiceNow. All other
brand and product names are trademarks or registered trademarks of their
respective holders.

Contact:

ServiceNow media relations contacts:
Steve Schick, 408-961-2349
steve.schick@servicenow.com
or
Schwartz MSL
Kim McCrossen, 781-684-6253
servicenow@schwartzmsl.com
or
ServiceNow investor relations contact:
858-345-1756
ir@servicenow.com
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