Current Report Filing (8-k)
26 May 2017 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 24, 2017
MINDBODY,
Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-37453
|
|
20-1898451
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
4051 Broad Street, Suite 220
San Luis Obispo, California 93401
(Address of principal executive offices, including zip code)
(877)
755-4279
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On May 24, 2017, MINDBODY, Inc. (the
Company) entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule I thereto (the Underwriters), pursuant
to which the Company agreed to issue and sell an aggregate of 4,400,000 shares of its Class A common stock, par value $0.000004 per share, at a public offering price of $27.95 per share (the Offering). Under the terms of the
Underwriting Agreement, the Company also granted the Underwriters a
30-day
option to purchase up to an additional 660,000 shares of its Class A common stock. The Offering will be made pursuant to the
Companys Registration Statement on Form
S-3
(File
No. 333-218159)
that automatically became effective upon filing by the Company with the U.S. Securities and
Exchange Commission on May 22, 2017.
The Company estimates that the net proceeds from the Offering will be approximately $116.7
million, or approximately $134.3 million if the Underwriters option to purchase additional shares is exercised in full, after deducting underwriting discounts and commissions and estimated Offering expenses. The Company expects to use the
net proceeds from the Offering to increase its capitalization and financial flexibility for, among other things, possible acquisitions of complementary businesses, products, services or technologies. However, the Company does not have any agreements
or commitments for any material acquisitions at this time. The Company may also use the net proceeds from the Offering for general corporate purposes, including working capital, operating expenses and capital expenditures.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K
and is
incorporated by reference herein. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
On May 24, 2017, the Company issued a press release entitled
MINDBODY Announces Pricing of
Follow-On
Offering. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.
Item 9.01.
|
Financial Statements and Exhibits.
|
A copy of the legal opinion as to the legality of
the shares of Class A common stock to be issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form
8-K.
(d) Exhibits.
|
|
|
Exhibit
Number
|
|
Description
|
|
|
1.1
|
|
Underwriting Agreement by and between MINDBODY, Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein, dated May 24, 2017.
|
|
|
5.1
|
|
Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
|
|
|
23.1
|
|
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
|
|
|
99.1
|
|
Press release dated May 24, 2017.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
MINDBODY, INC.
|
|
|
By:
|
|
/s/ Kimberly G.
Lytikainen
|
|
|
Kimberly G. Lytikainen
Chief Legal Officer and Secretary
|
Date: May 25, 2017
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Description
|
|
|
1.1
|
|
Underwriting Agreement by and between MINDBODY, Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein, dated May 24, 2017.
|
|
|
5.1
|
|
Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
|
|
|
23.1
|
|
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
|
|
|
99.1
|
|
Press release dated May 24, 2017.
|
MINDBODY, INC. (NASDAQ:MB)
Historical Stock Chart
From Apr 2024 to May 2024
MINDBODY, INC. (NASDAQ:MB)
Historical Stock Chart
From May 2023 to May 2024
Real-Time news about Mindbody, Inc. (NASDAQ): 0 recent articles
More Mindbody, Inc. News Articles