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| HRB > SEC Filings for HRB > Form 8-K on 22-Oct-2008 | All Recent SEC Filings |
22-Oct-2008
Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaw
On October 22, 2008, H&R Block, Inc. (the "Company") entered into a Placement
Agent Agreement with Lazard Capital Markets LLC ("LCM"), relating to the
offering, issuance and sale of up to an aggregate of 8,285,714 shares of the
Company's common stock, without par value (the "Common Stock") in a registered
direct public offering to selective institutional investors (the "Purchasers")
at a negotiated price of $17.50 per share. A copy of the Placement Agent
Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
In connection with the offering, on October 22, 2008, the Company entered
into individual subscription agreements with the Purchasers, pursuant to which
the Company agreed to sell up to 8,285,714 shares of Common Stock to the
Purchasers for an aggregate purchase price of $144,999,995.00. The form of
subscription agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.
The Company estimates the net proceeds to the Company from the registered
direct offering, after deducting placement agent fees and the Company's
anticipated offering expenses, to be approximately $141.6 million. The
transaction is expected to close on October 27, 2008, subject to satisfaction of
customary closing conditions.
The shares of common stock sold in the offering will be issued pursuant to a
prospectus and a prospectus supplement filed with the Securities and Exchange
Commission on October 22, 2008, in connection with a takedown from the Company's
effective shelf registration statement on Form S-3 (File No. 333-154611).
The foregoing summaries of the terms of the Placement Agent Agreement and
Subscription Agreements are subject to, and qualified in their entirety by, such
documents attached hereto. A copy of the press release announcing the registered
direct offering is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
On September 4, 2008, at the annual meeting of the shareholders of the
Company, the shareholders, upon the recommendation of the Company's Board of
Directors, approved and adopted proposals to amend the Company's Restated
Articles of Incorporation (the "Articles") to provide for an independent
chairman of the Board of Directors, to decrease the permissible number of
directors, to impose director term limits and to limit the voting rights of
preferred stock that the Board of Directors is authorized to issue. On
October 15, 2008, the Board of Directors of the Company approved and adopted a
restatement of the Company's Articles to incorporate into one document all
previous amendments to the Articles and the amendments approved by the
shareholders on September 4, 2008. The Amended and Restated Articles of
Incorporation incorporate all amendments to the Company's Restated Articles of
Incorporation previously approved by the Company shareholders, but make no
additional amendments or modifications.
As a result, the Company filed Amended and Restated Articles of Incorporation
with the Missouri Secretary of State on October 17, 2008. The Amended and
Restated Articles of Incorporation became effective upon filing. The following
discussion is qualified by reference to the Amended and Restated Articles of
Incorporation, which are filed as Exhibit 3.1 to this Current Report on Form
8-K.
(d) Exhibits.
Exhibit Number Description
1.1 Placement Agent Agreement, dated October 22, 2008, between H&R Block,
Inc. and Lazard Capital Markets LLC.
10.1 Form of Subscription Agreement, dated October 22, 2008, entered into
between H&R Block, Inc. and each Purchaser.
3.1 Amended and Restated Articles of Incorporation.
99.1 Press Release Issued October 22, 2008.
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