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VOCS > SEC Filings for VOCS > Form 8-K on 13-May-2013All Recent SEC Filings

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Form 8-K for VOCUS, INC.


13-May-2013

Entry into a Material Definitive Agreement, Material Modification to Rights of Securi


Item 1.01. Entry Into a Material Definitive Agreement.

Rights Agreement

On May 13, 2013, the Board of Directors (the "Board") of Vocus, Inc., a Delaware corporation (the "Company"), authorized and declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of the Company's common stock, $0.01 par value ("Common Stock"), and 3.0256 Rights for each outstanding share of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), to stockholders of record at the close of business on May 13, 2013 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, $0.01 par value, of the Company (the "Series B Preferred Stock"), at a price of $46.00 per one one-thousandth share of Series B Preferred Stock (the "Purchase Price"), subject to adjustment. The definitive terms of the Rights are set forth in a Rights Agreement, dated May 13, 2013 (the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agent").

Distribution Date; Acquiring Person

The Rights are not exercisable until the "Distribution Date." Under the Rights Agreement, the "Distribution Date" will occur after the earlier to occur of the following events: (i) the close of business on the 10th day after the date of the first public announcement that a person or group of affiliated or associated persons (subject to certain exceptions discussed below, an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Stock (which includes Common Stock referenced in derivative transactions and securities), or such earlier date as a majority of the Board shall become aware of such acquisition of Common Stock (the "Stock Acquisition Date"), or (ii) the close of business on the 10th business day, or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board, following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Stock.

The Rights Agreement provides that the following shall not be deemed an "Acquiring Person" for purposes of the Rights Agreement: (i) the Company or any subsidiary of the Company, in each case including, without limitation, in its fiduciary capacity, any employee benefit or compensation plan of the Company or of any subsidiary of the Company, or any person or entity holding shares of Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or any subsidiary of the Company (an "Exempt Person"); (ii) any person who, as of May 13, 2013, already is the beneficial owner of 20% or more of the shares of Common Stock then outstanding, provided that if such person thereafter becomes the beneficial owner of additional shares of Common Stock representing 1% or more of the shares of Common Stock then outstanding and then beneficially owns 20% or more of the shares of Common Stock then outstanding, such Person will no longer be exempted from the definition of, and shall be deemed to be, an Acquiring Person; (iii) Okumus Fund Management Ltd. ("Okumus"), for so long as it is the beneficial owner of no more than 20% of the shares of Common Stock then outstanding, provided that Okumus may beneficially own 20% or more, but less than 25%, of the shares of Common Stock then outstanding solely as a result of its purchase of shares of Common Stock pursuant to the exercise of certain "put agreements" with respect to shares of Common Stock


entered into by Okumus and in effect as of May 13, 2013 (and under which, if exercised by the counterparties thereto, Okumus is required to purchase additional shares of Common Stock), and provided, further, however, that if Okumus, after the expiration, cancellation or termination of said put agreements, becomes the beneficial owner of additional shares of Common Stock then outstanding representing more than 1% of the outstanding Common Stock and then beneficially owns 20% or more of the shares of Common Stock then outstanding, Okumus will no longer be exempted from the definition of, and shall be deemed to be, an Acquiring Person; and (iv) a person or group of affiliated or associated persons who inadvertently have become the beneficial owner of 20% or more of the outstanding shares of Common Stock, or have become such solely as a result of a reduction in the outstanding shares of Common Stock, provided that if such person or group of affiliated or associated persons shall become the beneficial owner of one or more additional shares of Common Stock without the prior written consent of the Company (subject to certain exceptions) and thereafter beneficially owns 20% or more of the shares of Common Stock then outstanding, then such person or group of affiliated or associated persons will no longer be exempted from the definition of, and shall be deemed to be, an Acquiring Person.

Evidence of Rights; Transfer and Detachment; Right Certificates

. . .



Item 3.03. Material Modification to the Rights of Security Holders.

The information set forth in Item 1.01 above is incorporated into this Item 3.03 in its entirety by reference.



Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On May 13, 2013, in connection with the approval and adoption of the Rights Agreement, the Board approved and adopted a Certificate of Designation of Series B Junior Participating Preferred Stock (the "Certificate of Designation"), setting forth the rights, powers, and preferences of the Series B Preferred Stock. The Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on May 13, 2013.

See Item 1.01 above for a summary of the rights, powers, and preferences of the Series B Preferred Stock, which summary is incorporated into this Item 5.03 in its entirety by reference. The full description of rights, powers, and preferences of the Series B Preferred Stock is set forth in the Certificate of Designation, a copy of which is attached hereto as Exhibit 3.1 and the form of which is included as Exhibit A to the Rights Agreement attached hereto as Exhibit 4.1. The full text of the Certificate of Designation is incorporated into this Item 5.03 in its entirety by reference.



Item 8.01. Other Events.

On May 13, 2013, the Company issued a press release announcing its entry into the Rights Agreement referred to in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

 3.1         Certificate of Designation with respect to the Series B Junior
             Participating Preferred Stock, $0.01 par value, of Vocus, Inc.

 4.1         Rights Agreement, dated May 13, 2013, between Vocus, Inc. and American
             Stock Transfer & Trust Company, LLC, as Rights Agent.

 4.2         Letter Agreement, dated May 13, 2013, between Vocus, Inc. and JMI
             Equity Fund VI, L.P.

99.1         Vocus, Inc. press release dated May 13, 2013.


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