UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

of the Securities Exchange Act of 1934

Date of Report: January 810, 2019 (Date of earliest event reported)

~~(Date~~IMPERVA, ofINC. ~~earliest event reported)~~

~~Imperva, Inc.~~(Exact name of registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Delaware

001-35338

03-0460133

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware		001-35338		03-0460133
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

3400 Bridge Parkway

Redwood Shores, California 94065

(Address of principal executive offices) (Zip Code)

(650) 345-9000

(Registrant’s telephone number, including area code)

(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 ~~obligations~~ ofobligation of the registrant under any of the following provisions ~~(see General Instruction A.2 below)~~:

☐

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))

~~Emerging~~Indicate by check mark whether the registrant if an emerging growth company ☐ as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

IfEmerging anGrowth 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.Company ☐

~~Item~~If ~~5.07~~an ~~Submission~~emerging growth ofcompany, ~~Matters~~indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying any new or revised financial accounting standard provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ☐

OnIntroduction ~~January 8, 2019, Imperva, Inc. (“Imperva”) held a special meeting of stockholders (the “Special Meeting”) at Imperva’s principal executive offices in Redwood Shores, California.~~

AsOn ~~of December~~January 410, ~~2018~~2019, ~~the~~Imperial ~~record~~Merger ~~date~~Sub, ~~for~~Inc., ~~the~~a ~~Special Meeting,~~Delaware ~~there~~corporation ~~were~~(“Merger ~~35,436,746~~Sub”) ~~shares~~and ofa ~~Imperva~~wholly ~~common~~owned ~~stock~~subsidiary ~~outstanding~~of ~~and~~Imperial Purchaser, ~~entitled~~LLC, toa ~~vote~~Delaware atlimited ~~the~~liability ~~Special~~company ~~Meeting.~~(“Newco”), Atcompleted its merger (the ~~Special~~“Merger”) ~~Meeting,~~with 24and into Imperva,~~976,761~~ ~~shares~~Inc., ora ~~approximately~~Delaware ~~70.48%~~corporation of(the ~~all~~“Company”), ~~outstanding~~pursuant ~~shares~~to the terms of ~~Imperva~~the Agreement ~~common~~and ~~stock~~Plan of Merger, ~~were~~dated ~~present either~~as inof ~~person~~October 10, or2018 by(the ~~proxy.~~“Merger ~~Three~~Agreement”), ~~proposals~~by ~~were~~and ~~presented~~among toNewco, ~~Imperva’s~~Merger ~~stockholders~~Sub atand the ~~Special~~Company. ~~Meeting,~~The ~~with~~Company ~~Imperva’s~~was ~~Board~~the ofsurviving ~~Directors~~corporation (in the ~~“Board”)~~Merger ~~unanimously~~and, ~~recommending~~as a ~~vote~~result, ~~“FOR”~~is ~~each~~now ofa ~~the proposals,~~wholly asowned ~~further~~subsidiary ~~described~~of inNewco. ~~the~~Newco ~~definitive~~is ~~proxy~~controlled ~~statement~~by ~~filed~~investment funds affiliated with ~~the~~Thoma ~~Securities~~Bravo, LLC (“Thoma Bravo”) and ~~Exchange~~is ~~Commission~~beneficially onowned ~~December 5,~~by ~~2018~~such (funds. Capitalized terms not otherwise defined have the ~~“Definitive~~meaning ~~Proxy~~set ~~Statement”)~~forth in the Merger Agreement.

~~The~~Item ~~first~~2.01 ~~proposal~~Completion ~~(the “Merger Proposal”) was to approve and adopt the Agreement and Plan~~ of ~~Merger~~Acquisition ~~(as~~or itDisposition may be amended from time to time, the “Merger Agreement”), dated October 10, 2018, by and among Imperva, Imperial Purchaser, LLC and Imperial Merger Sub, Inc. (“Merger Sub”), providing for the merger of ~~Merger Sub with and into Imperva, with Imperva as the surviving corporation (the “Merger”)~~ Assets.

The ~~second~~information ~~proposal~~set ~~(the~~forth ~~“Compensation~~in ~~Proposal”)~~the ~~was~~Introduction to ~~approve,~~this Current Report on aForm ~~non~~8-~~binding~~K ~~advisory basis,~~ (the ~~compensation~~“Introduction”) is ~~payable~~incorporated tointo ~~Imperva’s~~this ~~named~~Item ~~executive~~2.01 ~~officers~~by ~~based on or otherwise relating to the Merger~~reference.

~~The~~At ~~third~~the ~~proposal~~Effective Time of the Merger, each share of common stock, par value $0.0001 per share, of the Company (the “~~Adjournment~~Company ~~Proposal~~Common Stock”) ~~was~~issued toand ~~approve~~outstanding ~~the~~as ~~adjournment~~ of immediately prior to the ~~Special~~Effective ~~Meeting~~Time (other than Owned Shares or Dissenting Shares) was cancelled and extinguished and automatically converted into the right to receive acash ~~later~~in ~~date~~an amount equal to $55.75, ifwithout interest thereon (the ~~Board determined~~“Per ~~that~~Share itPrice”). ~~was~~Vested ~~necessary~~Company orOptions ~~appropriate~~and vested RSUs (including vested PRSUs) were cancelled and ~~permitted~~converted byinto the ~~Merger~~right ~~Agreement~~to receive the Per Share Price, less tothe ~~solicit~~exercise ~~additional~~price ~~proxies~~per ifshare ~~there~~in ~~was~~the ~~not~~case aof ~~quorum~~vested ~~present~~Company orOptions. ~~represented~~Unvested byCompany ~~proxy~~Options atand unvested RSUs (including unvested PRSUs) were cancelled and converted into the ~~time~~contingent ofright to receive the ~~Special~~Per ~~Meeting~~Share Price, orless tothe ~~give~~exercise price ~~Imperva~~per ~~stockholders additional~~share ~~time~~in tothe ~~evaluate~~case ~~new~~of ~~material~~unvested ~~information~~Company Options, payable following satisfaction of the vesting conditions of the underlying unvested Company Options or ~~disclosure~~unvested RSUs and PRSUs.

The ~~Merger~~description ~~Proposal~~of ~~and~~ the ~~Compensation~~Merger ~~Proposal~~set ~~were~~forth ~~both~~above ~~approved and~~does ~~adopted.~~not ~~The~~purport ~~Adjournment~~to ~~Proposal~~be ~~was~~complete ~~rendered~~and ~~moot~~is ~~and~~qualified ~~was~~in ~~not~~its ~~submitted~~entirety by reference to athe ~~vote~~Merger atAgreement, which was filed by the ~~Special~~company ~~Meeting~~as Exhibit 2.1 ~~The~~to ~~table~~the ~~below~~Company’s ~~shows~~Current ~~the~~Report ~~final~~on ~~voting~~Form ~~results~~8-K ~~from~~filed ~~the~~on ~~Special~~October 10, ~~Meeting~~2018.

	Votes For		Votes Against		Abstentions		Broker Non-Votes
Merger Proposal		24,731,035		166,714		79,012		0
Compensation Proposal		24,337,883		515,175		123,703		0

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Filing Compare · IMPERVA INC