(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01. Entry into a Material Definitive Agreement.
On April 14, 2014, Paycom Software, Inc. (the "Company"), along with certain
named selling stockholders (collectively, the "Selling Stockholders"), entered
into an underwriting agreement (the "Underwriting Agreement") with Barclays
Capital Inc. and J.P. Morgan Securities LLC as representatives of the
underwriters named therein (collectively, the "Underwriters") providing for the
offer and sale (the "Offering") in a firm commitment underwritten offering of an
aggregate of 6,645,000 shares of the Company's common stock, par value $0.01 per
share ("Common Stock"), including 4,606,882 shares issued and sold by the
Company and 2,038,118 shares sold by the Selling Stockholders at a price of
$15.00 per share ($13.95 per share, net of underwriting discount). Pursuant to
the Underwriting Agreement, the Underwriters were granted an over-allotment
option for a period of 30 days (the "Over-Allotment Option") to purchase up to
an additional 996,750 shares of Common Stock from certain Selling Stockholders,
at the same price per share to cover over-allotments, if any. The material terms
of the Offering are described in the prospectus, dated April 14, 2014 (the
"Prospectus"), filed by the Company with the Securities and Exchange Commission
(the "Commission") on April 15, 2014 pursuant to Rule 424(b)(4) under the
Securities Act of 1933, as amended (the "Securities Act"). The Offering was
registered with the Commission pursuant to a Registration Statement on Form S-1,
as amended (File No. 333-194462), initially filed by the Company with the
Securities and Exchange Commission on March 10, 2014.
Pursuant to the Underwriting Agreement, the Company and the Selling Stockholders
agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act, and to contribute to payments the
Underwriters may be required to make because of any of those liabilities.
As described under the section entitled "Underwriters" in the Prospectus,
certain of the Underwriters have, from time to time, performed, and may in the
future perform, various commercial and investment banking and financial advisory
services for the Company for which they have received and in the future will be
entitled to receive customary fees and expenses.
The foregoing description is qualified in its entirety by reference to the full
text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 8.01 Other Events.
On April 21, 2014, the Company announced the completion of its initial public
offering and the exercise in full by the Underwriters of their Over-Allotment
Option. A copy of the press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information furnished pursuant to Item 8.01 (including Exhibit 99.1 hereto),
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of Sections 11 and 12(a)(2) of the Securities Act,
and shall not be deemed to be incorporated by reference into any filing under
the Securities Act or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits.
No. Description of Exhibit
1.1 Underwriting Agreement, dated April 14, 2014, by and among Paycom
Software, Inc., the selling stockholders party thereto and the
Underwriters named therein.
99.1 Press Release, dated April 21, 2014, announcing the closing of the
initial public offering and the exercise of option to purchase