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 3, 2012
BLACKBAUD, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-50600 | 11-2617163 | |
| (Commission File Number) | (IRS Employer ID Number) |
| 2000 Daniel Island Drive, Charleston, South Carolina 29492 | ||
| (Address of principal executive offices) (Zip Code) | ||
Registrant’s telephone number, including area code (843) 216-6200
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) |
| ¨ | 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)) |
Item 8.01. Other Events
Blackbaud, Inc. today announced that it has completed, though its wholly owned subsidiary Caribou Acquisition Corporation, its tender offer to purchase all outstanding shares of common stock of Convio, Inc. pursuant to the Agreement and Plan of Merger dated as of January 16, 2012 among the parties. Blackbaud expects to effect, without a vote or meeting of Convio stockholders, a “short-form” merger under Delaware law as soon as practicable to complete the Convio acquisition. In order to accomplish this, Caribou Acquisition Corporation exercised and, if necessary, will close on the top-up option granted to it under the Agreement and Plan of Merger that permits it to purchase a limited number of shares of Convio common stock directly from Convio for $16.00 per share. A copy of the press release Blackbaud issued in this regard is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press release dated May 3, 2012. | |
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” relating to the acquisition of Convio by Blackbaud and the companies’ potential combined business. Those forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and actual outcomes and results could differ materially. Among other risks, there can be no guarantee that the expected benefits of the acquisition and combined business will be realized. These forward-looking statements should be evaluated together with the risk factors and uncertainties that affect Blackbaud’s and Convio’s businesses, particularly those identified in their Annual Reports on Form 10-K and other filings with the U.S. Securities and Exchange Commission, or SEC. Except as might be required by law, neither company undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
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: May 3, 2012 | /s/ Anthony W. Boor | |||||
| Anthony W. Boor, | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Blackbaud Completes Tender Offer for Convio
Charleston, S.C. (May 3, 2012) – Blackbaud, Inc. (NASDAQ: BLKB) today announced the completion of its tender offer by its wholly owned subsidiary, Caribou Acquisition Corporation, at $16.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes, for all the outstanding shares of common stock of Convio, Inc. (NASDAQ: CNVO). The tender offer expired at midnight, New York City time, on Wednesday, May 2, 2012.
Computershare Inc., the Company’s transfer agent and depositary, has indicated that, as of the expiration of the offering period, a total of approximately 17,250,289 shares of Convio common stock were tendered, delivered and not withdrawn in the tender offer. Those shares represent approximately 89.9% of Convio’s outstanding common stock as of the expiration of the offering period. As of that time, approximately 1,125,600 additional shares, or another 5.9%, were tendered pursuant to guaranteed delivery procedures and are subject to delivery within three trading days after the date of the guarantee. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.
Blackbaud expects to effect, without a vote or meeting of Convio stockholders, a “short-form” merger as soon as practicable to complete the Convio acquisition. If necessary to accomplish the “short-form” merger, Caribou Acquisition Corporation will close a “top-up” option granted under the merger agreement with Convio that permits it to purchase a limited number of shares of Convio common stock directly from Convio for $16.00 per share. In the merger, each of the remaining shares of Convio common stock (other than any shares held by Caribou Acquisition Corporation or shares in respect of which appraisal rights are validly exercised under Delaware law) will be converted into the right to receive the same $16.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes, that was paid in the tender offer. Following the merger, Convio will become a wholly owned subsidiary of Blackbaud and Convio’s common stock will cease to be traded on the Nasdaq Global Select Market.
For additional information about the proposed merger, including frequently asked questions, visit www.blackbaud.com/convio.
About Blackbaud
Serving the nonprofit and education sectors for 30 years, Blackbaud (NASDAQ: BLKB) combines technology and expertise to help organizations achieve their missions. Blackbaud works with more than 26,000 customers in more than 60 countries that support higher education, healthcare, human services, arts and culture, faith, the environment, independent education, animal welfare, and other charitable causes. The company offers a full spectrum of cloud-based and on-premise software solutions, and related services for organizations of all sizes including: fundraising, eMarketing, social media, advocacy, constituent relationship management (CRM), analytics, financial management, and vertical-specific solutions. Using Blackbaud technology, these organizations raise more than $100 billion each year. Recognized as a top company by Forbes, InformationWeek, and Software Magazine and honored by Best Places to Work, Blackbaud is headquartered in Charleston, South Carolina and has employees throughout the US, and in Australia, Canada, Hong Kong, Mexico, the Netherlands, and the United Kingdom.
Investor Contact
Brian Denyeau
ICR
646.277.1251
brian.denyeau@icrinc.com
Media Contact
Melanie Mathos
Blackbaud
843.216.6200 x3307
media@blackbaud.com
Forward-Looking Statements
This Press Release contains “forward-looking statements” relating to the acquisition of Convio by Blackbaud and the companies’ potential combined business. Those forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and actual outcomes and results could differ materially. Among other risks, there can be no guarantee that the expected benefits of the acquisition and combined business will be realized. These forward-looking statements should be evaluated together with the risk factors and uncertainties that affect Blackbaud’s and Convio’s businesses, particularly those identified in their Annual Reports on Form 10-K and other filings with the U.S. Securities and Exchange Commission, or SEC. Except as might be required by law, neither company undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.