Current Report Filing (8-k)
September 17 2018 - 4:55PM
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):
September 12, 2018
CISION LTD.
(Exact Name of Registrant as Specified in
Charter)
Cayman Islands
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000-38140
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N/A
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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130 East Randolph Street, 7th Floor
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60601
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Chicago, Illinois
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(Zip Code)
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(Address of Principal Executive Offices)
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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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¨
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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.
¨
Item 3.02
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Unregistered Sales of Equity Securities.
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Pursuant to that certain Agreement and Plan of Merger, by and
among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., later renamed “Cision Ltd.” (the “
Company
”),
Capital Acquisition Merger Sub, Inc., Canyon Holdings (Cayman) L.P. (“
Cision Owner
”) and Canyon Holdings S.à
r.l., dated as of March 19, 2017 (as amended, the “
Merger Agreement
”), to induce Cision Owner to enter into
the transactions contemplated by the Merger Agreement, the Company agreed to make an earn-out payment to Cision Owner of 2,000,000
ordinary shares, par value $0.001 per share, of the Company (the “
Earn-Out Shares
”) for no additional consideration
from Cision Owner if the closing ordinary share price had exceeded $16.00 for any period of 20 trading days out of 30 consecutive
trading days. On September 10, 2018, based on the achievement of the milestone described above, the Company became obligated to
issue to Cision Owner the Earn-Out Shares. The Earn-Out Shares were issued to Cision Owner on September 13, 2018 in accordance
with the terms of the Merger Agreement. The issuance of these ordinary shares was deemed to be exempt from registration under
the Securities Act in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “
Securities Act
”).
No underwriters were involved in the issuance of the Earnout Shares.
On September 12, 2018, the Company entered into an underwriting
agreement (the “
Underwriting Agreement
”) with Deutsche Bank Securities Inc., Citigroup Global Markets Inc.
and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “
Underwriters
”),
and Cision Owner, 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 12,000,000 of the Company’s ordinary shares (the “
Firm Shares
”). Under the terms of the
Underwriting Agreement, the Selling Shareholders granted the Underwriters a 30-day option to purchase up to 1,800,000 additional
shares (the “
Option Shares
” and together with the Firm Shares, the “
Shares
”).
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 Firm Shares were delivered against payment therefor on
September 17, 2018. The offering of the Shares was registered under the Securities Act pursuant to the
Company’s shelf registration statement on Form S-3 (File No. 333-221792). A copy of the Underwriting Agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On September 12, 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: September 17, 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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