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):April 1, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer ID Number)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (843 216-6200 )
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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:
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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)
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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))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on which Registered
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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:
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Exhibit
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Description
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Consent of Sidley Austin LLP
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Consent of Sidley Austin LLP (included in Exhibit 5.1)
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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BLACKBAUD, INC.
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Date:
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April 1, 2022
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/s/ Anthony W. Boor
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Anthony W. Boor
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Executive Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Exhibit 5.1
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SIDLEY AUSTIN LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019
+1 212 839 5300
+1 212 839 5599 FAX
AMERICA • ASIA PACIFIC • EUROPE
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April 1, 2022
Blackbaud, Inc.
65 Fairchild Street
Charleston, South Carolina 29492
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Registration Statement on Form S-3
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3, File No. 333-262190 (the “Registration Statement”) filed by Blackbaud, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the selling
shareholders (the “Selling Shareholders”) named in the prospectus supplement dated the date hereof may sell up to 650,647 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the exhibits thereto, the amended and restated certificate of incorporation of the Company, the amended and restated bylaws of the Company and the resolutions adopted by the
board of directors of the Company relating to the Registration Statement. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and the
Selling Shareholders, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinion expressed herein, we have relied without independent
investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company and the Selling
Shareholders.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
Blackbaud, Inc.
April 1, 2022
Page 2
This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal
laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
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Very truly yours,
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/s/ Sidley Austin LLP
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