Current Report Filing (8-k)
May 14 2018 - 5:28PM
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):
May 14, 2018
CISION LTD.
(Exact Name of Registrant as Specified in
Charter)
Cayman Islands
(State or Other Jurisdiction
of Incorporation)
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001-38140
(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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x
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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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¨
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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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¨
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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 May 14, 2018, Cision Ltd. (the “Company”) issued
a press release announcing that the Registration Statement on Form S-4 (the “Registration Statement”) originally filed
by the Company with the Securities and Exchange Commission (“SEC”) on April 17, 2018, as amended, was declared effective
on May 14, 2018. The Registration Statement registers ordinary shares (“Ordinary Shares”) of the Company issuable as
part of the Company’s previously announced offer to each holder of its public and private warrants entitled to purchase one
Ordinary Share for a purchase price of $11.50 (the
“Warrants”) to receive 0.26 Ordinary Shares in exchange for each Warrant tendered by the holder and exchanged pursuant
to the offer (the “Offer”). The Registration Statement also solicits consents from holders of the Warrants to amend
the Amended and Restated Warrant Agreement, dated as of October 17, 2017, by and between the Company and Continental Stock
Transfer & Trust Company, which governs all of the Warrants, to permit the Company to require that each outstanding Warrant
be converted into 0.234 Ordinary Shares, which is a ratio 10% less than the ratio applicable to the Offer, which amendment would
be adopted with the approval of at least a majority of the outstanding Warrants. A copy of the press release is attached hereto
as Exhibit 99.1, is incorporated herein by reference.
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: May 14, 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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