Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement with Salesforce.com, Inc.



On December 1, 2020, Slack Technologies, Inc. ("Slack" or the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with
salesforce.com, inc. ("Salesforce"), Skyline Strategies I Inc., a Delaware
corporation and a wholly owned subsidiary of Salesforce ("Merger Sub I"), and
Skyline Strategies II LLC, a Delaware limited liability company and a wholly
owned subsidiary of Salesforce ("Merger Sub II"). The Merger Agreement provides
for the merger of Merger Sub I with and into Slack, with Slack continuing as the
surviving corporation (the "Surviving Corporation") and a direct, wholly owned
subsidiary of Salesforce (the "First Merger"), immediately followed by a second
merger of the Surviving Corporation into either Merger Sub II or Salesforce,
with either Merger Sub II or Salesforce continuing as the surviving company (the
"Second Merger" and together with the First Merger, the "Mergers"). The
respective Boards of Directors of Salesforce and Slack have unanimously approved
the Merger Agreement, and the Board of Directors of Slack recommends that the
stockholders of Slack to approve the Transactions, including the Mergers and
adopt the Merger Agreement, subject to its terms and conditions.

Consideration to Slack Stockholders. Subject to the terms and conditions of the
Merger Agreement, at the effective time of the First Merger (the "First
Effective Time"), each outstanding share of Slack Class A common stock and Slack
Class B common stock (other than shares of Slack common stock owned directly or
indirectly by Salesforce, Slack or any of their respective subsidiaries
immediately prior to the First Effective Time, shares of Slack common stock as
to which dissenters' rights have been properly perfected, and shares of Slack
common stock covered by Slack restricted share awards) will be converted in the
First Merger into the right to receive 0.0776 shares of Salesforce common stock
and the right to receive $26.79 in cash, without interest (the "Merger
Consideration").

Treatment of Slack Equity Awards. The Merger Agreement provides that, at the First Effective Time:





     •    Each option to purchase Slack common stock that is outstanding and

unexercised and held by an individual who is not an employee of Slack,

whether vested or unvested, will be cancelled and such holders will be

entitled to receive the Merger Consideration applicable to shares covered

by such options after withholding shares to cover the exercise price (as

determined in accordance with the formula in the Merger Agreement), less


          applicable tax withholdings.

• All other options to purchase Slack common stock that are outstanding and

unexercised will be assumed and converted automatically into an option to

purchase a number of shares of Salesforce common stock based on the

exchange ratio set forth in the Merger Agreement, on the same terms and


          conditions (including vesting terms).

• Each restricted stock unit award relating to shares of Slack common stock

and each Slack restricted share award that is outstanding and held by a

non-employee director of the Company, whether vested or unvested, will be

canceled and the holders will be entitled to receive the Merger

Consideration in respect of each share of Slack common stock covered by


          such restricted stock unit award or restricted share award, as
          applicable.




                                      A-1

--------------------------------------------------------------------------------

• All other restricted stock unit awards relating to shares of Slack common


          stock and Slack restricted share awards that are outstanding will be
          assumed and converted automatically into corresponding awards in respect
          of Salesforce common stock based on the exchange ratio set forth in the
          Merger Agreement, on the same terms and conditions (including vesting

terms), except that any repurchase price applicable to a restricted share

award will be adjusted as determined in accordance with the formula set

forth in the Merger Agreement.




Conditions to Closing. Under the terms of the Merger Agreement, the completion
of the Mergers is subject to certain customary closing conditions, including,
among others, (a) the approval of the First Merger and adoption of the Merger
Agreement by the affirmative vote of the holders of at least a majority of the
voting power of the outstanding shares of Slack common stock, (b) the approval
for listing on the New York Stock Exchange of the shares of Salesforce common
stock to be issued in the First Merger, (c) the effectiveness of a registration
statement on Form S-4 filed by Salesforce registering the shares to be issued in
connection with the First Merger, (d) the accuracy of the parties' respective
representations and warranties in the Merger Agreement, subject to specified
materiality qualifications, (e) compliance by the parties with their respective
covenants in the Merger Agreement in all material respects, (f) the absence of
any law or order restraining, enjoining, or otherwise prohibiting the
consummation of the Mergers; (g) the expiration of the waiting period applicable
to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and receipt of other approvals under specified antitrust and foreign
investment laws, (h) the receipt by each party of opinions to the effect that
the Mergers, taken together, will qualify as a reorganization for U.S. federal
income tax purposes, and (i) the absence of a material adverse effect (as
defined in the Merger Agreement) with respect to Slack on or after the date of
the Merger Agreement that is continuing as of immediately prior to the closing.
Consummation of the Merger is not subject to a financing condition.

Representations, Warranties and Covenants. The Merger Agreement contains
customary representations, warranties and covenants made by each of Salesforce,
Slack, Merger Sub I and Merger Sub II, including, among others, covenants by
Slack regarding the conduct of its business during the pendency of the
transactions contemplated by the Merger Agreement, public disclosures and other
matters. Slack is required, among other things, not to solicit alternative
business combination transactions and, subject to certain exceptions, not to
engage in discussions or negotiations regarding an alternative business
combination transaction. Slack is required to convene a meeting of its
stockholders to vote on the adoption of the Merger Agreement.

Termination Rights. Both Salesforce and Slack may terminate the Merger Agreement
under certain specified circumstances, including (a) if the Merger is not
consummated by August 1, 2021, subject to two extensions up to three months in
order to obtain required regulatory approvals, (b) if the approval of the Slack
stockholders is not obtained, or (c) if Slack's board makes an adverse
recommendation change with respect to the proposed transaction or to enter into
. . .

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory


              Arrangements of Certain Officers.


On November 30, 2020, Stewart Butterfield, the Company's Chief Executive Officer
and Chairperson of the Company's board of directors, entered into a waiver and
acknowledgment agreement with Salesforce and the Company (the "Waiver Letter")
that amends certain rights that Mr. Butterfield has under the Slack
Technologies, Inc. Amended and Restated Executive Severance Plan (the "Severance
Plan") in consideration for the benefits Mr. Butterfield may receive as a result
of the completion of the Mergers and continued employment with the Company,
Salesforce or one of their respective affiliates.

The Waiver Letter generally provides for the following, effective as of
immediately prior to the closing of the Mergers: (i) the definition of Good
Reason (as defined in the Severance Plan) will no longer include a material
diminution in Mr. Butterfield's position, responsibilities, authority or duties
as grounds for a resignation for Good Reason and Mr. Butterfield will not have
the right to assert Good Reason under the terms of the Severance Plan or any of
his equity award agreements with the Company as a result of any changes to his
position, responsibilities, authority or duties; (ii) accelerated vesting of
equity awards in connection with certain terminations of Mr. Butterfield's
employment will only apply to unvested awards held by Mr. Butterfield prior to
the closing of the Mergers; and (iii) the vesting schedules of Mr. Butterfield's
unvested equity awards as of the closing of the Mergers will be amended such
that 50% of the shares underlying such equity awards (on tranche by tranche
basis) will vest on each of the first and second anniversaries of the closing of
the Mergers, subject to Mr. Butterfield's continued employment through the
applicable amended vesting date. The Waiver Letter also provides that Mr.
Butterfield will no longer be eligible for coverage under the Severance Plan
after the first anniversary of the closing of the Mergers, at which time Mr.
Butterfield will be eligible to participate in the Salesforce severance plan
applicable to similarly situated employees of Salesforce.

The Waiver Letter will become null and void if the Merger Agreement terminates without the closing of the Mergers having occurred.



The foregoing summary of the Waiver Letter does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Waiver
letter, a copy of which will be filed as an exhibit to the Company's Quarterly
Report on Form 10-K for the period ended January 31, 2021.

Item 8.01 Other Events




On December 1, 2020, Salesforce and the Company issued a joint press release
announcing entry into the Merger Agreement. A copy of the press release is
attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
by reference herein.



                                      A-3

--------------------------------------------------------------------------------

Forward-Looking Statements



This report relates to a proposed business combination transaction between
Salesforce.com, Inc. ("Salesforce") and Slack Technologies, Inc. ("Slack"). This
report includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements relate to future events and anticipated results
of operations, business strategies, the anticipated benefits of the proposed
transaction, the anticipated impact of the proposed transaction on the combined
company's business and future financial and operating results, the expected
amount and timing of synergies from the proposed transaction, the anticipated
closing date for the proposed transaction and other aspects of our operations or
operating results. These forward-looking statements generally can be identified
by phrases such as "will," "expects," "anticipates," "foresees," "forecasts,"
"estimates" or other words or phrases of similar import. It is uncertain whether
any of the events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the results of
operations and financial condition of the combined company or the price of
Salesforce or Slack stock. These forward-looking statements involve certain
risks and uncertainties, many of which are beyond the parties' control, that
could cause actual results to differ materially from those indicated in such
forward-looking statements, including but not limited to: the impact of public
health crises, such as pandemics (including coronavirus (COVID-19)) and
epidemics and any related company or government policies and actions to protect
the health and safety of individuals or government policies or actions to
maintain the functioning of national or global economies and markets; the effect
of the announcement of the merger on the ability of Salesforce or Slack to
retain and hire key personnel and maintain relationships with customers,
suppliers and others with whom Salesforce or Slack do business, or on
Salesforce's or Slack's operating results and business generally; risks that the
merger disrupts current plans and operations and the potential difficulties in
employee retention as a result of the merger; the outcome of any legal
proceedings related to the merger; the ability of the parties to consummate the
proposed transaction on a timely basis or at all; the satisfaction of the
conditions precedent to consummation of the proposed transaction, including the
ability to secure regulatory approvals on the terms expected, at all or in a
timely manner; the ability of Salesforce to successfully integrate Slack's
operations; the ability of Salesforce to implement its plans, forecasts and
other expectations with respect to Salesforce's business after the completion of
the transaction and realize expected synergies; and business disruption
following the merger. These risks, as well as other risks related to the
proposed transaction, will be included in the registration statement on Form S-4
and proxy statement/prospectus that will be filed with the Securities and
Exchange Commission ("SEC") in connection with the proposed transaction. While
the list of factors presented here is, and the list of factors to be presented
in the registration statement on Form S-4 are, considered representative, no
such list should be considered to be a complete statement of all potential risks
and uncertainties. For additional information about other factors that could
cause actual results to differ materially from those described in the
forward-looking statements, please refer to Salesforce's and Slack's respective
periodic reports and other filings with the SEC, including the risk factors
identified in Salesforce's and Slack's most recent Quarterly Reports on Form
10-Q and Annual Reports on Form 10-K. The forward-looking statements included in
this communication are made only as of the date hereof. Neither Salesforce nor
Slack undertakes any obligation to update any forward-looking statements to
reflect subsequent events or circumstances, except as required by law.



                                      A-4

--------------------------------------------------------------------------------

No Offer or Solicitation



This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.

Additional Information about the Merger and Where to Find It



In connection with the proposed transaction, Salesforce intends to file with the
SEC a registration statement on Form S-4 that will include a proxy statement of
Slack and that also constitutes a prospectus of Salesforce. Each of Salesforce
and Slack may also file other relevant documents with the SEC regarding the
proposed transaction. This document is not a substitute for the proxy
statement/prospectus or registration statement or any other document that
Salesforce or Slack may file with the SEC. The definitive proxy
statement/prospectus (if and when available) will be mailed to stockholders of
Salesforce and Slack. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to
obtain free copies of the registration statement and proxy statement/prospectus
(if and when available) and other documents containing important information
about Salesforce, Slack and the proposed transaction, once such documents are
filed with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Salesforce
will be available free of charge on Salesforce's website at
www.salesforce.com/investor or by contacting Salesforce's Investor Relations
department at investor@salesforce.com. Copies of the documents filed with the
SEC by Slack will be available free of charge on Slack's website at
investor.slackhq.com or by contacting Slack's Investor Relations department at
ir@slack.com.

Participants in the Solicitation



Salesforce, Slack and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of Salesforce, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in
Salesforce's proxy statement for its 2020 Annual Meeting of Stockholders, which
was filed with the SEC on May 1, 2020, and Salesforce's Annual Report on Form
10-K for the fiscal year ended January 31, 2020, which was filed with the SEC on
March 5, 2020, as well as in a Form 8-K filed by Salesforce with the SEC on
June 1, 2020. Information about the directors and executive officers of Slack,
including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in Slack's proxy statement for its 2020
Annual Meeting of Stockholders, which was filed with the SEC on May 5, 2020, and
Slack's Annual Report on Form 10-K for the fiscal year ended January 31, 2020,
which was filed with the SEC on March 12, 2020. Other information regarding the
participants in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the SEC
regarding the proposed transaction when such materials become available.
Investors should read the proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may obtain free
copies of these documents from Salesforce or Slack using the sources indicated
above.



                                      A-5


--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits






Exhibit
  No.                                       Description

     2.1 *       Agreement and Plan of Merger, dated as of December 1, 2020, by and
               among Slack Technologies, Inc., salesforce.com, inc., Skyline
               Strategies I Inc. and Skyline Strategies II LLC.

    99.1         Voting Agreement, dated as of December 1, 2020, by and among
               salesforce.com, inc. and certain stockholders of Slack Technologies,
               Inc.

    99.2         Joint Press Release issued by salesforce.com, inc. and Slack
               Technologies, Inc.

     104       Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation

S-K promulgated by the SEC. Slack agrees to furnish supplementally a copy of

any omitted schedule or exhibit to the SEC upon request.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses