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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 29, 2023 (December 22, 2023)
LIVEVOX HOLDINGS,
INC.
(Exact name of registrant as specified in its
charter)
|
|
|
|
|
Delaware |
|
001-38825 |
|
82-3447941 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
655 Montgomery Street, Suite 1000
San Francisco, CA 94111
(Address of principal executive offices)
(415) 671-6000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report.)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Class A Common Stock, $0.0001 per share |
|
LVOX |
|
The NASDAQ Stock Market LLC |
|
|
|
|
|
Redeemable Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 |
|
LVOXW |
|
The NASDAQ Stock Market LLC |
|
|
|
|
|
Units, each consisting of one share of Class A common stock and one-half of one redeemable Warrant |
|
LVOXU |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§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.
Explanatory Note
This Amendment No. 1 to Current Report on Form
8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K of LiveVox Holdings, Inc. (the “Company”),
filed on December 22, 2023 (the “Original 8-K”), regarding, among other matters, the consummation of the previously announced
merger pursuant to the Agreement and Plan of Merger, dated as of October 3, 2023 (the “Merger Agreement”), by and among the
Company, inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly
owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel. This Amendment includes as an exhibit
a corrected Notice to Holders of Company Warrants that was filed as Exhibit No. 99.1 to the Original 8-K. The disclosure contained in
Item 9.01 of the Original 8-K is hereby supplemented and amended by the disclosure contained in Item 9.01 of this Amendment.
| Item 9.01. | Financial Statements and Exhibits. |
| * | All schedules and exhibits to this agreement have been omitted in
accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the
SEC upon its request. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 29, 2023
|
LIVEVOX HOLDINGS, INC. |
|
|
|
|
|
|
By: |
|
|
Name: |
Barry Cooper |
|
Title: |
President |
Exhibit 99.1
January 2, 2024
VIA CERTIFIED MAIL
Broadridge Corporate Issuer
Solutions, LLC
51 Mercedes Way
Edgewood, NY 11717
Attn: Corporate Actions Department
Re: Warrants
Ladies and Gentlemen:
Reference is made to (a)
the Warrant Agreement, dated as of March, 2019, by and between LiveVox Holdings, Inc. (formerly known as Crescent Acquisition Corp), a
Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC (as assignee), a New York corporation,
as the warrant agent (the “Warrant Agent”) (as amended, restated or otherwise modified from time to time, the “Warrant
Agreement”), and (b) the Agreement and Plan of Merger dated as of October 3, 2023, among the Company, inContact, Inc., a Delaware
corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws of the State of Israel
(as amended, restated or otherwise modified from time to time, the “Merger Agreement”). Capitalized terms used but
not otherwise defined in this notice shall have the meanings ascribed thereto in the Warrant Agreement.
Pursuant to Sections 4.4
and 4.5 of the Warrant Agreement, the Company hereby provides notice of the following:
| 1. | The Effective Time (as defined in the Merger Agreement) of the Merger (as defined in the Merger Agreement)
was 9:48 a.m. Eastern time on December 22, 2023 (the “Closing Date”). |
| 2. | The Per Share Consideration provided for in the Merger Agreement of $3.74 per share of Common Stock constitutes
an Alternative Issuance. Accordingly, following the Effective Time, (a) no shares of Common Stock shall be purchasable pursuant to the
Warrants and (b) each holder of a Warrant shall be entitled to receive, upon proper exercise of such Warrant and the payment of the Warrant
Price in cash, the amount of $3.74 in cash per Warrant (the “Warrant Payment”); provided that if any Registered
Holder properly exercises a Warrant during the period beginning on the Closing Date and ending on and including January 21, 2024 (such
period, the “Special Exercise Period”), the Warrant Price shall be adjusted as contemplated by Section 4.4 of the Warrant
Agreement. |
| 3. | Pursuant to Section 4.4 of the Warrant Agreement, until the end of the Special Exercise Period, the Warrant
Price is reduced by an amount (in dollars) equal to the difference of (a) $11.50 (which constitutes the Warrant Price in effect prior
to such reduction) minus (b)(i) $3.74 (which constitutes the Per Share Consideration) minus (ii) the applicable Black-Scholes
Warrant Value. |
| 4. | The Black-Scholes Warrant Value was calculated for each Forward Purchase Warrant and Public Warrant to be $0.1617 and $0.1523 (as
applicable, the “Warrant Value”), respectively, in accordance with the terms of the Warrant Agreement and the terms
set forth below: |
Term |
Forward Purchase Warrants |
Public Warrants |
Reference Date |
December 21, 2023 (the trading day immediately prior to the Effective Time) |
Same as per the Forward Purchase Warrants |
Price of Each Share of Common Stock (10-trading day VWAP for the period ended on the Reference Date) |
$3.6974 |
Same as per the Forward Purchase Warrants |
Assumed Volatility |
Calculated using the 90-day volatility obtained from the HVT function on Bloomberg determined as of October 3, 2023 (the trading day immediately prior to the day of the Company’s announcement of the Merger Agreement) – 46.846% |
Same as per the Forward Purchase Warrants |
Assumed Risk-Free Interest Rate |
Calculated using the Graph Curve (GC) function on Bloomberg and the U.S. Treasury Actives Curve rate using the Interpolate Curves tool for the Expiration Date (June 18, 2026) – 4.187% |
Same as per the Forward Purchase Warrants |
Option Pricing via the Bloomberg OVME Calculator |
Regular American call input using the other inputs derived in accordance with the other terms of this notice, the Expiration Date (June 18, 2026) and a buy/strike price of $11.50 (value display in “price total”) |
Capped American call input using a call cap of $18.00, the other inputs derived in accordance with the other terms of this notice, the Expiration Date (June 18, 2026) and a buy/strike price of $11.50 (value display in “price total”) |
| 5. | Accordingly, until the end of the Special Exercise Period, the Warrant Price for the Public Warrants is
$3.5877 and the Warrant Price for the Forward Purchase Warrants is $3.5783. After the end of the Special Exercise Period, the Warrant
Price for the Public Warrants and the Forward Purchase Warrants shall be $11.50, which exceeds the Per Share Consideration. |
The Company hereby requests
that upon receipt of this notice the Warrant Agent promptly provides a copy of this notice in writing to each holder of a Warrant on behalf
of the Company in accordance with Section 4.5 of the Warrant Agreement, with such further notices confirmed by the Warrant Agent to the
Company in writing. Each holder of Warrants is encouraged to contact its advisors if it has any questions regarding the exercise of
its Warrants. For administrative convenience, during the Special Exercise Period, each Warrant may be exercised for cash or on a cashless
basis. If a holder of a Warrant chooses to exercise a Warrant on a cashless basis, such holder will receive the Warrant Value in respect
of such Warrant. The Warrant Value (or the Warrant Payment, if the holder elects to exercise on a cash basis) shall be paid by the Warrant
Agent as soon as practicable following the proper exercise of the Warrant (and payment of the Warrant Price in cash, if such Warrant is
being exercised on a cash basis) and the satisfaction of any additional actions reasonably requested by the Warrant Agent and the Warrant
Agent’s review of any other materials required to be submitted hereunder or otherwise.
To exercise a Warrant, the holder of the Warrant
should complete and submit to the Warrant Agent at the address listed below (or as otherwise directed by the Warrant Agent with the Company’s
consent) the Form of
Election (Public Warrant) attached hereto as Exhibit A or the Form
of Election (Forward Purchase Warrant) attached hereto as Exhibit B, as applicable:
If using a USPS Service:
Broadridge, Inc.
Attn: BCIS Re-Organization
Department
P.O. Box 1342
Brentwood, NY 11717-0718
If using UPS, FedEx, or
Courier:
Broadridge, Inc.
Attn: BCIS IWS
51 Mercedes Way
Edgewood, NY 11717
This notice shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction.
[Signature page follows]
|
LIVEVOX HOLDINGS, INC. |
|
|
|
|
|
By: |
|
|
|
Name: |
Barry Cooper |
|
|
Title: |
President |
Exhibit A
Election to Exercise (Public Warrant)
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive (check one):
| * | [Exercise on cash basis] $3.74 per Warrant, being the merger consideration the undersigned is entitled to receive in
respect of this Warrant upon the exercise of this Warrant during the period beginning on the Closing Date (as defined in the Agreement
and Plan of Merger dated as of October 3, 2023, among LiveVox Holdings, Inc., a Delaware corporation (the “Company”), inContact,
Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws
of the State of Israel (as amended, restated or otherwise modified from time to time)) and ending on and including January 21, 2024, and
herewith tenders payment of the exercise price of this Warrant to the order of the Company in the amount of $3.5877 per Warrant in accordance
with the terms hereof. |
| * | [Exercise on cashless basis] $0.1523 per Warrant, being (i) the merger consideration the undersigned is entitled to
receive in respect of this Warrant upon the exercise of this Warrant during the period beginning on the Closing Date (as defined in the
Agreement and Plan of Merger dated as of October 3, 2023, among LiveVox Holdings, Inc., a Delaware corporation (the “Company”),
inContact, Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under
the laws of the State of Israel (as amended, restated or otherwise modified from time to time)) and ending on and including January 21,
2024 minus (ii) the Warrant Price. |
[Signature Page Follows]
Date: |
(Signature) |
|
|
|
(Address) |
|
|
|
|
|
____________________ |
|
(Tax Identification Number) |
Signature Guaranteed:
____________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).
Exhibit B
Election to Exercise (Forward Purchase Warrant)
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive (check one):
| * | [Exercise on cash basis] $3.74 per Warrant, being the merger consideration the undersigned is entitled to receive in
respect of this Warrant upon the exercise of this Warrant during the period beginning on the Closing Date (as defined in the Agreement
and Plan of Merger dated as of October 3, 2023, among LiveVox Holdings, Inc., a Delaware corporation (the “Company”), inContact,
Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws
of the State of Israel (as amended, restated or otherwise modified from time to time)) and ending on and including January 21, 2024, and
herewith tenders payment of the exercise price of this Warrant to the order of the Company in the amount of $3.5783 per Warrant in accordance
with the terms hereof. |
| * | [Exercise on cashless basis] $0.1617 per Warrant, being (i) the merger consideration the undersigned is entitled to
receive in respect of this Warrant upon the exercise of this Warrant during the period beginning on the Closing Date (as defined in the
Agreement and Plan of Merger dated as of October 3, 2023, among LiveVox Holdings, Inc., a Delaware corporation (the “Company”),
inContact, Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under
the laws of the State of Israel (as amended, restated or otherwise modified from time to time)) and ending on and including January 21,
2024 minus (ii) the Warrant Price. |
[Signature Page Follows]
Date: |
(Signature) |
|
|
|
(Address) |
|
|
|
|
|
____________________ |
|
(Tax Identification Number) |
Signature Guaranteed:
____________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).
v3.23.4
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|
Dec. 22, 2023 |
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true
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Amendment Description |
This Amendment No. 1 to Current Report on Form
8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K of LiveVox Holdings, Inc. (the “Company”),
filed on December 22, 2023 (the “Original 8-K”), regarding, among other matters, the consummation of the previously announced
merger pursuant to the Agreement and Plan of Merger, dated as of October 3, 2023 (the “Merger Agreement”), by and among the
Company, inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly
owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel. This Amendment includes as an exhibit
a corrected Notice to Holders of Company Warrants that was filed as Exhibit No. 99.1 to the Original 8-K. The disclosure contained in
Item 9.01 of the Original 8-K is hereby supplemented and amended by the disclosure contained in Item 9.01 of this Amendment.
|
Document Period End Date |
Dec. 22, 2023
|
Entity File Number |
001-38825
|
Entity Registrant Name |
LIVEVOX HOLDINGS,
INC.
|
Entity Central Index Key |
0001723648
|
Entity Tax Identification Number |
82-3447941
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
655 Montgomery Street
|
Entity Address, Address Line Two |
Suite 1000
|
Entity Address, City or Town |
San Francisco
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CA
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94111
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415
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671-6000
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Class A Common Stock, $0.0001 per share |
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Title of 12(b) Security |
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|
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Security Exchange Name |
NASDAQ
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Redeemable Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 |
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Title of 12(b) Security |
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