SAN DIEGO – October 31, 2012* ‑ ServiceNow, Inc. (NYSE: NOW), a
leading provider of cloud‑based services to automate enterprise IT
operations, today announced that it has 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.
ServiceNow and certain existing stockholders are proposing to sell
shares in the offering, with ServiceNow to sell up to 1,650,000 of
such shares. In addition, both the company and selling stockholders
will grant the underwriters a 30‑day option to purchase additional
shares. ServiceNow will not receive any proceeds from the sale of the
shares by the selling stockholders. The selling stockholders will not
include executive officers or employees.
The primary purposes of the offering are to facilitate an orderly
distribution of our shares by 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 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 firstname.lastname@example.org;
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 email@example.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 firstname.lastname@example.org.
[* Editor's note: this press release was updated on November 2, 2012]