Blackbaud, Inc.
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) March 15, 2007
Blackbaud, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-50600
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11-2617163 |
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(Commission File Number)
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(IRS Employer ID Number) |
2000 Daniel Island Drive, Charleston, South Carolina 29492
(Address of principal executive offices) (Zip Code)
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
(d) On March 15, 2007, the Board of Directors (the Board) of Blackbaud, Inc. appointed Carolyn
Miles as member of its Board. Ms. Miles was appointed as a Class A director, and will hold office
until Blackbauds 2008 Annual Meeting of Stockholders or until her successor is elected and
qualified.
The Nominating and Corporate Governance Committee of the Board (the Committee) conducted the
search for director candidates. Although the Committee has not formulated any specific minimum
qualifications for director candidates, it has determined that desirable characteristics include
strength of character, mature judgment, career specialization, relevant technical skills, diversity
and independence. After reviewing several director candidates, the Committee recommended Ms. Miles
for appointment to the Board.
The Board committees that Ms. Miles will serve on will be disclosed in Blackbauds proxy
statement relating to its 2007 Annual Meeting of Stockholders.
There were no arrangements or understandings between Ms. Miles and any other person pursuant
to which Ms. Miles was appointed as a director. Ms. Miles is the Executive Vice President and
Chief Operating Officer of Save the Children, a nonprofit corporation based in Westport,
Connecticut. Save the Children is a customer of Blackbaud, and paid Blackbaud approximately
$215,000 for software and services in 2006.
An announcement regarding the appointment of Ms. Miles to the Board was released on March 21,
2007, a copy of which is attached hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No. |
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Description |
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99.1
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Press release dated March 21, 2007. |
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: March 21, 2007
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/s/ Timothy V. Williams |
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Timothy V. Williams,
Senior Vice President and Chief Financial Officer |
EX-99.1 Press Release
Exhibit 99.1
Carolyn Miles, Chief Operating Officer of Save the Children
Joins Blackbauds Board of Directors
Charleston, S.C. (March 21, 2007) Blackbaud, Inc. (Nasdaq: BLKB), the leading provider of
software and related services designed specifically for nonprofit organizations, announced today
that Carolyn Miles, executive vice president and chief operating officer of Save the Children has
joined its Board of Directors. Save the Children, with annual revenues of more than $332 million,
is the leading independent organization creating lasting change in the lives of children in the
United States and throughout the world.
Miles, who has been with Save the Children since 1998, is the organizations second highest ranking
executive, and is responsible for agency-wide strategic planning as well as operations in 50
countries including the United States, with more than 6,000 employees worldwide. Carolyn joined
Save the Children after 10 years with American Express Travel-Related Services in New York and Hong
Kong, where she also built a successful retail café business of 40 stores throughout Asia. She
holds an MBA from University of Virginias Darden School of Business and a BS from Bucknell
University.
Carolyn brings extensive knowledge of nonprofit operations on a global basis, said Marc Chardon,
Blackbauds president and chief executive officer. In addition, her operational experience in both
the business community and in the nonprofit sector will help us increase our efficiency and, at the
same time, become more aware of the needs of nonprofit organizations. She is an invaluable addition
to our team.
About Blackbaud
Blackbaud is the leading global provider of software and related services designed specifically for
nonprofit organizations. Approximately 16,000 organizations including the American Red Cross,
Dartmouth College, the WGBH Educational Foundation, Episcopal High School, Lincoln Center, Cancer
Research UK, Special Olympics, United Way of America, and Arthritis Foundation use one or more
of Blackbaud products and consulting services for fundraising, financial management, Web site
management, school administration, and ticketing. Blackbauds solutions include The Raisers
Edge®, Team Approach®, The Financial Edge, The Education
Edge, The Patron Edge®, Blackbaud®NetCommunity, The
Information Edge, WealthPoint, ProspectPoint,
and donorCentrics, as well as a wide range of consulting, analytical,
and educational services. Founded in 1981, Blackbaud is headquartered in Charleston, South Carolina
and has operations in Cambridge, Massachusetts; Toronto, Ontario; Glasgow, Scotland; London,
England; and Sydney, Australia. For more information, visit www.blackbaud.com.
All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud,
Inc.
Forward-looking statements
Except for historical information, all of the statements, expectations, and assumptions contained
in this news release are forward-looking statements that involve a number of risks and
uncertainties. Although Blackbaud attempts to be accurate in making these forward-looking
statements, it is possible that future circumstances might differ from the assumptions on which
such statements are based. In addition, other important factors that could cause results to differ
materially include the following: management of integration of Target Software and Target Analysis
and other risks associated with acquisitions; risk associated with successful implementation of
multiple integrated software products; lengthy sales and implementation cycles, particularly in
larger organizations; uncertainty regarding increased business and renewals from existing
customers; continued success in sales growth; the ability to attract and
retain key personnel; risks related to our dividend policy and share repurchase program, including
potential limitations on our ability to grow and the possibility that we might discontinue payment
of dividends; economic conditions and seasonality; risks associated with management of growth;
technological changes that make our products and services less competitive; and the other risk
factors set forth from time to time in the SEC filings for Blackbaud, copies of which are available
free of charge upon request from Blackbauds investor relations department.
Media Contact:
Melanie Milonas
Blackbaud, Inc.
melanie.milonas@blackbaud.com
843.216.6200 x3307
SOURCE: Blackbaud, Inc.