Current Report Filing (8-k)
March 23 2018 - 4:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 20, 2018
CISION
LTD.
(Exact Name of Registrant as Specified in
Charter)
Cayman Islands
(State or Other Jurisdiction
of Incorporation)
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000-38140
(Commission
File Number)
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N/A
(IRS Employer
Identification No.)
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130 East Randolph Street, 7th Floor
Chicago, Illinois
(Address of Principal Executive Offices)
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60601
(Zip Code)
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Registrant’s telephone number, including
area code:
866-639-5087
N/A
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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 240.13c-4(c))
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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 (§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
x
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.
¨
On March 20, 2018, Cision Ltd. (the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Deutsche Bank Securities
Inc., as representatives of the several underwriters named therein (the “Underwriters”), and Canyon Holdings (Cayman),
L.P., Capitol Acquisition Management 3 LLC and Capitol Acquisition Founder 3 LLC, as the selling shareholders (the “Selling
Shareholders”). The Underwriting Agreement relates to the sale by the Selling Shareholders to the underwriter of 5,750,000
of the Company’s ordinary shares, par value $0.0001 per share (the “Shares”). Under the terms of the Underwriting
Agreement, the Selling Shareholders granted the Underwriters a 30-day option to purchase up to 862,500 additional shares (the “Option
Shares”), which the Underwriters exercised on March 22, 2018.
The Underwriting Agreement contains customary representations,
warranties and covenants of the Company and the Selling Shareholders, conditions to closing, indemnification obligations of the
Company, the Selling Shareholders and the Underwriter, and termination and other customary provisions. The Underwriting Agreement
has been included to provide information regarding its terms, and it is not intended to provide any other factual information about
the Company. The assertions embodied in the representations, warranties and covenants were made solely for purposes of the Underwriting
Agreement and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating
its terms. Therefore, no person should rely on the representations and warranties as statements of factual information at the time
they were made or otherwise.
The Shares, including the Option Shares, were delivered against
payment therefor on March 23, 2018. The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant
to the Company’s shelf registration statement on Form S-1 (File No. 333-221792). A copy of the Underwriting Agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On March 20, 2018, the Company issued a press release announcing
pricing of the Shares in the underwritten public offering by the Selling Shareholders. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy the Company’s ordinary shares or any other securities, and there shall not
be any offer, solicitation or sale of securities mentioned in this Current Report on Form 8-K in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such any
state or jurisdiction.
Item 9.01
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Financial Statements and Exhibits.
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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.
Dated: March 23, 2018
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CISION LTD.
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By:
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/s/ Jack Pearlstein
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Name: Jack Pearlstein
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Title: Chief Financial Officer
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