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): October 6, 2011
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) | ||
| 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 1.01. Entry into a Material Definitive Agreement.
On October 6, 2011, Blackbaud’s subsidiary, Blackbaud Pacific Pty Ltd (“Blackbaud”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Everyday Hero Pty Ltd (“Everyday Hero”), all of the stockholders of Everyday Hero (the “Stockholders”) and Nathan Betteridge, as the representative of the Stockholders, providing for the acquisition of Everyday Hero by Blackbaud for approximately AUD $7.6 million.
Pursuant to the Stock Purchase Agreement and upon the terms and subject to the conditions thereof, Blackbaud purchased all of the outstanding shares of Everyday Hero’s common stock at an aggregate price of AUD $7.6 million, subject to certain adjustments set forth in the Stock Purchase Agreement (the “Purchase Price”). $1.14 million of the Purchase Price will be held in escrow to fund certain post-closing purchase price adjustments and to secure Everyday Hero’s former Stockholders’ obligations to indemnify Blackbaud for breaches of representations, warranties or covenants in the Stock Purchase Agreement.
The Stock Purchase Agreement contains representations and warranties that the parties made to, and are solely for the benefit of, each other. The assertions embodied in the representations and warranties made by Everyday Hero in the Stock Purchase Agreement are qualified in information contained in a confidential disclosure schedule that Everyday Hero delivered to Blackbaud in connection with signing the Stock Purchase Agreement. Accordingly, investors and security holders should not rely on the representations and warranties as characterizations of the actual state of facts, since they were made only as of the date of the Stock Purchase Agreement and the representations and warranties of Everyday Hero are modified by the underlying disclosure schedule. Moreover, information concerning the subject matter of such representations and warranties might change after the date of the Stock Purchase Agreement.
The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, a copy of which is to be filed as an Exhibit to Blackbaud’s Annual Report on Form 10-K for the year ending December 31, 2011. The above summary is qualified in its entirety by reference to the Stock Purchase Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release dated October 6, 2011 reporting Blackbaud’s acquisition of Everyday Hero. | |
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: October 11, 2011 | /s/ Timothy V. Williams | |||||
| Timothy V. Williams, | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Blackbaud Announces Acquisition of Everyday Hero
Will invest in growing Australia’s leading peer-to-peer fundraising solution
Charleston, S.C. (October 6, 2011) — Blackbaud, Inc. (NASDAQ: BLKB) today announced that it has acquired Everyday Hero, a privately-owned company based in Brisbane, Australia. Everyday Hero’s event fundraising tools are used by tens of thousands of individual fundraisers and 1400 customers in Australia, New Zealand, and the United Kingdom.
“This strategic international expansion of our online fundraising portfolio through the acquisition of Everyday Hero helps us to offer the most comprehensive suite of interactive solutions for nonprofits worldwide,” said Brad Holman, Blackbaud’s president, international business unit. “We are excited to invest in the growth and development of this powerful fundraising solution and to help extend its reach so even more individual and peer-to-peer fundraisers can get involved in supporting great causes around the world.”
The 27-person Everyday Hero staff will continue to serve its growing customer base of leading nonprofit fundraising events in Australia and will continue to grow Everyday Hero’s presence in Asia-Pacific and the UK. Blackbaud will continue to grow Everyday Hero’s product offerings.
To better serve Everyday Hero customers with Blackbaud fundraising and donor management solutions, Blackbaud plans to integrate data between Everyday Hero and The Raiser’s Edge® and eTapestry®. Data integration is expected to be available in the coming months and to be initially launched in Australia, New Zealand, and the UK. Everyday Hero will continue to work with non-Blackbaud customers seeking to integrate data from the Heroix platform.
“We’re poised for growth in Asia-Pacific, the UK, and globally and we’re excited that Blackbaud chose us to help grow its international individual and peer-to-peer fundraising offerings,” said Nathan Betteridge, Everyday Hero’s CEO. “We are even more excited about what this means for our nonprofit partners and the thousands of fundraisers currently using our platform and the value it will bring them.”
Under the terms of the agreement, Blackbaud paid approximately AUD $7.6 million for the company. Blackbaud does not expect the acquisition to have a material impact on revenue or non-GAAP profitability for the fourth quarter or full year 2011.
About Blackbaud
Blackbaud is the leading global provider of software and services designed specifically for nonprofit organizations, enabling them to improve operational efficiency, build strong relationships, and raise more money to support their missions. Approximately 24,000 organizations — including The American Red Cross, Cancer Research UK, Earthjustice, International Fund for Animal Welfare, Lincoln Center, The Salvation Army, The Taft School, Tulsa Community Foundation, Ursinus College, the WGBH Educational Foundation, and Yale University — use one or more Blackbaud products and services for fundraising, constituent relationship management, financial management, website management, direct marketing, education administration, ticketing, business intelligence, prospect research, consulting, and analytics. Since 1981, Blackbaud’s sole focus and expertise has been partnering with nonprofits and providing them the solutions they need to make a difference in their local communities and worldwide. Headquartered in the United States, Blackbaud also has operations in Australia, Canada, Hong Kong, Mexico, the Netherlands, and the United Kingdom. For more information, visit www.blackbaud.com.
Media Contact
Melanie Mathos
Blackbaud, Inc.
843.216.6200 x3307
media@blackbaud.com
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: general economic risks; uncertainty regarding increased business and renewals from existing customers; continued success in sales growth; management of integration of acquired companies and other risks associated with acquisitions; risks associated with successful implementation of multiple integrated software products; 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; risks relating to restrictions imposed by the credit facility; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organization; 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 at the SEC’s website at www.sec.gov or upon request from Blackbaud’s investor relations department. All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc.