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):April 1, 2022
Blackbaud, Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 000-50600
| 11-2617163
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID Number) |
65 Fairchild Street, Charleston, South Carolina 29492
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (843216-6200)
| 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: |
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| 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)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
Common Stock, $0.001 Par Value
| BLKB
| Nasdaq Global Select Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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 8.01 Other Events.
On April 1, 2022, Blackbaud, Inc. (the “Company”) filed a prospectus supplement relating to the offer and resale of up to 650,647 shares (the “Selling Stockholder Shares”) of its common stock, par value $0.001 per share, by the selling stockholders identified therein (the “Selling Stockholders”). The Selling Stockholder Shares were issued to the Selling Stockholders in connection with the agreement and plan of merger, dated December 30, 2021, by and among the Company, EVERFI, Inc. and certain other parties. The registration rights agreement, dated December 31, 2021, by and among the Company, EVERFI, Inc., the Selling Stockholders and certain other parties, contemplates the filing of a registration statement covering the registration of their registrable securities for resale, subject to certain conditions. In accordance with this obligation, the Company filed that registration statement of which the prospectus supplement from a part.
A copy of the opinion of Sidley Austin LLP relating to the validity of the Selling Stockholder Shares is filed herewith as Exhibit 5.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this current report:
Exhibit
No. | | Description |
| | Consent of Sidley Austin LLP |
| | Consent of Sidley Austin LLP (included in Exhibit 5.1) |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | | BLACKBAUD, INC. |
| | | |
| Date: | April 1, 2022 | /s/ Anthony W. Boor |
| | | Anthony W. Boor |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
