In its fifth amendment to its S-1 form filed with the Securities and Exchange Commission, IPO hopeful Salesforce.com warned investors Friday that its shoot-from-the-lip CEO may force the CRM provider to repurchase shares of its initial offering.
The San Francisco-based company, which has become a marketing phenomenon in selling CRM software as a service, said in its latest filing that it doesn't know if its involvement in a May 9 New York Times article titled "It's Not Google. It's That Other Big I.P.O." violated securities laws. The filing said that if the SEC deems that Salesforce.com CEO Marc Benioff's participation in that article "during the waiting period were held to be 'gun jumping' in violation of the Securities Act of 1933, we could be required to repurchase securities sold in this offering."
The latest filing revealed that Salesforce.com originally had set May 13 as the date for its public debut. But that date was delayed after regulators questioned if Benioff's comments in the New York Times article violated the company's required quiet period.
In the amended filing, the company said, "In addition to the New York Times article, there has been substantial additional press coverage regarding us and this offering during the offering process. These articles also presented statements about our company in isolation and did not disclose many of the related risks and uncertainties described in this prospectus."
The amended filing also said that if Salesforce.com were found by a court to be in violation of the Securities Act and had to repurchase shares sold to buyers in the offering, it would have to do so "at the original purchase price for a period of one year following the date of the violation." In addition, Salesforce.com said in the filing that it "would contest vigorously any claim that a violation of the Securities Act occurred."