Current Report Filing (8-k)

0001370880FALSE12-3100013708802021-10-042021-10-0400013708802021-12-312021-12-31

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2021

Mandiant, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36067

20-1548921

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

601 McCarthy Blvd.

Milpitas, CA 95035

(Address of principal executive offices, including zip code)

[phone]

(Registrant’s telephone number, including area code)

FireEye, Inc.

(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			FEYE			The NASDAQ Global Select Market

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

Emerging growth company ☐

If an 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. ☐

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective October 4, 2021, FireEye, Inc. (now Mandiant, Inc.) (the “Company”) amended its certificate of incorporation to change its corporate name to "Mandiant, Inc." and amended and restated its bylaws to reflect such name change. Copies of the certificate of amendment and the amended and restated bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 4, 2021, the Company issued a press release announcing that its corporate name was changed to “Mandiant, Inc.” and that the Nasdaq ticker symbol for the Company’s shares of common stock will change from "FEYE" to "MNDT" at the opening of trading on October 5, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
3.1			Certificate of Amendment to Certificate of Incorporation
3.2			Amended and Restated Bylaws
99.1			Press release dated October 4, 2021
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

 

			MANDIANT, INC.
Date: October 4, 2021			By:			/s/ Alexa King
						Alexa King Executive Vice President, Corporate and Legal Affairs, General Counsel and Secretary