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ADVS > SEC Filings for ADVS > Form 8-K on 8-Aug-2013All Recent SEC Filings

Show all filings for ADVENT SOFTWARE INC /DE/



Entry into a Material Definitive Agreement, Financial Statements and Exh

ITEM 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On August 7, 2013, Advent Software, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed in Schedule 1 thereto (the "Underwriters"), and the selling stockholders named therein (the "Selling Stockholders"), pursuant to which the Selling Stockholders agreed to sell an aggregate of 7,261,844 shares of common stock, par value $0.01 per share, of the Company to the Underwriters and, at the option of the Underwriters, up to an additional 1,089,277 shares of common stock (the "Offering"). The Offering is expected to close on August 13, 2013, subject to the satisfaction of the closing conditions set forth in the Underwriting Agreement, including the Share Repurchase (described below), which is expected to occur contemporaneously with the closing of the Offering. The Company is not selling any shares in the Offering and will not receive any proceeds from the Offering.

The Offering is being made pursuant to a prospectus supplement, dated August 5, 2013, to the prospectus, dated August 5, 2013, included in the Company's registration statement on Form S-3 (File No. 333-190375), which was filed with the Securities and Exchange Commission on August 5, 2013.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares by the Selling Stockholders to the Underwriters, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.

Share Repurchase

On August 7, 2013, the Company entered into a stock repurchase agreement with the Underwriters (the "Repurchase Agreement") to repurchase shares of the Company's common stock (the "Share Repurchase"), which are being sold in the Offering, directly from the Underwriters at the price per share equal to the price paid by the Underwriters to purchase the shares from the Selling Stockholders in the Offering. The Company will be repurchasing 1,600,000 shares of its common stock at a price of $25.785 per share pursuant to the terms of the Repurchase Agreement. The Share Repurchase is subject to certain conditions, including the contemporaneous closing of the Offering. The repurchased shares will be retired and returned to the status of authorized and unissued shares following the completion of the Offering.

A copy of the Repurchase Agreement is filed as Exhibit 10.1 hereto. The above description is qualified in its entirety by reference to such exhibit.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit                     Description

1.1       Underwriting Agreement, dated August 7, 2013

10.1      Stock Repurchase Agreement, dated August 7, 2013

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