Add
CTCT to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| CTCT > SEC Filings for CTCT > Form 8-K on 13-Jun-2012 | All Recent SEC Filings |
13-Jun-2012
Entry into a Material Definitive Agreement, Completion of Acquisition or D
Agreement and Plan of Merger
On June 12, 2012, Constant Contact, Inc., a Delaware corporation ("Constant Contact"), SinglePlatform, Corp., a Delaware corporation ("SinglePlatform"), Match Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Constant Contact ("Merger Sub"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative (the "Stockholder Representative"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, also on June 12, 2012, Merger Sub was merged with and into SinglePlatform, with SinglePlatform continuing as the surviving corporation and a wholly-owned subsidiary of Constant Contact (the "Merger"). Constant Contact acquired SinglePlatform for an aggregate merger consideration of $65,000,000, subject to certain adjustments, plus an additional amount of up to $30,000,000 in earn-out payments based upon SinglePlatform meeting certain revenue targets over the next two years, to be measured in six month intervals (the "Merger Consideration"). The Merger Agreement also contains customary representations, warranties and indemnities of SinglePlatform and Constant Contact.
On the terms and subject to the conditions set forth in the Merger Agreement, which was approved by the Board of Directors of Constant Contact (the "Board"), at the effective time of the Merger (the "Effective Time"), and as a result thereof, (i) each share of common stock, par value $0.0001 per share, of SinglePlatform (each, a "SinglePlatform Common Share"), (ii) each share of Series Seed Preferred Stock, par value $0.0001 per share, of SinglePlatform (each, a "SinglePlatform Series Seed Preferred Share"), and (iii) each share of Series A Preferred Stock, par value $0.0001 per share, of SinglePlatform (each, a "SinglePlatform Series A Preferred Share") that was issued and outstanding immediately prior to the Effective Time has been cancelled, extinguished and converted at the Effective Time into the right to receive an amount in cash, without interest, equal to the quotient obtained by dividing (i) the sum of the Merger Consideration and the aggregate option exercise price of all vested options by (ii) the fully diluted capital stock of SinglePlatform (the "Per Share Merger Consideration"), subject to adjustment under certain conditions as described in the Merger Agreement.
Each option to purchase SinglePlatform Common Shares that was vested and outstanding immediately prior to the Effective Time (each, a "Vested Option") has been canceled as of the Effective Time and, in exchange therefor, each former holder of any such canceled Vested Option will receive, in cash, the amount by which the Per Share Merger Consideration exceeds the exercise price of such Vested Option multiplied by the number of shares of SinglePlatform Common Shares subject to such Vested Option. Each option to purchase SinglePlatform Common Stock that was outstanding and unvested immediately prior to the Effective Time has been cancelled and extinguished without consideration.
Following the Effective Time, Wiley Cerilli, the former chief executive officer of SinglePlatform and a stockholder of SinglePlatform, joined the Constant Contact executive team as vice president and general manager, SinglePlatform.
The foregoing brief description of the Merger and the Merger Agreement are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement governs the contractual rights between the parties in relation to the Merger. The Merger Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Constant Contact in Constant Contact's public reports filed with the Securities and Exchange Commission. In particular, the Merger Agreement and exhibits thereto are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to SinglePlatform or Constant Contact. The representations and warranties contained in the Merger Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality different from those generally applicable under the securities laws.
Constant Contact, Inc. 2012 Inducement Award Plan
On June 11, 2012, the Compensation Committee (the "Compensation Committee") of the Board adopted the Constant Contact, Inc. 2012 Inducement Award Plan (the "2012 Inducement Plan"). Constant Contact intends to grant awards under the 2012
. . .
The information set forth under Item 1.01 - Agreement and Plan of Merger above is incorporated herein by reference as if fully set forth herein.
On June 13, 2012, Constant Contact issued a press release announcing the Merger Agreement described in Item 1.01 above and announcing an update to its financial guidance in light of the transactions contemplated thereby (the "Press Release"). The Press Release also discloses that Constant Contact updated its financial guidance for the second quarter of 2012 and full year 2012 and provided additional guidance for 2013 and 2014 to reflect the Merger (the "Updated Financial Guidance"). The Updated Financial Guidance set forth in the Press Release supersedes Constant Contact's financial guidance for the second quarter of 2012 and full year 2012 disclosed in the press release issued by Constant Contact on April 26, 2012, which was furnished to the Securities and Exchange Commission (the "Commission") under Item 2.02 of Constant Contact's Current Report on Form 8-K, as furnished to the Commission on April 26, 2012. A copy of the Press Release, solely with respect to the Updated Financial Guidance, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As disclosed under Item 2.02 of this Current Report on Form 8-K, on June 13, 2012, Constant Contact issued the Press Release announcing the Merger Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and, except with respect to the Updated Financial Guidance, is incorporated herein by reference. Except with respect to the Updated Financial Guidance, the Press Release shall be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") and shall be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, to the extent otherwise provided in such Acts and the rules and regulations promulgated thereunder.
(a) Financial Statements of Business Acquired.
Constant Contact will file the financial statements required by Item 9.01(a) of Form 8-K with respect to its acquisition of SinglePlatform as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01 of Form 8-K.
(b) Pro Forma Financial Information
Constant Contact will file the pro forma financial information required by Item 9.01(b) of Form 8-K with respect to its acquisition of SinglePlatform as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01 of Form 8-K.
(d) Exhibits.
See Exhibit Index hereto.
Information set forth in this Current Report on Form 8-K contains forward-looking statements that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 including, without limitation, statements regarding the expected benefits and closing of the proposed Merger and management's expectations, beliefs and intentions. All forward-looking statements included in this communication are based on information available to Constant Contact on the date hereof. These statements are often, but not always, identified by the words "believe", "positioned", "estimate", "project", "target", "continue", "intend", "expect", "future", "anticipates", "objectives", and similar expressions that are not statements of historical fact. These statements are not guarantees of future events or future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on Constant Contact's results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Undue reliance should not be placed on any forward-looking statements, which speak only as of the date made. Neither Constant Contact nor any other person can assume responsibility for the accuracy and completeness of forward looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond Constant Contact's control. While Constant Contact may elect to update forward-looking statements at some point in the future, it does not undertake any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. For additional information please refer to Constant Contact's most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.
|
|