INCONTACT, INC. FORM 8-K. (Current report filing) Filed 03/25/15 for the Period Ending 03/23/15

Transcription

1 INCONTACT, INC. FORM 8-K (Current report filing) Filed 03/25/15 for the Period Ending 03/23/15 Address 7730 S. UNION PARK AVE., SUITE 500 NONE MIDVALE, UT Telephone (801) CIK Symbol SAAS SIC Code Prepackaged Software Industry Software & Programming Sector Technology Fiscal Year 12/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2015 INCONTACT, INC. (Exact name of registrant as specified in its charter) (Commission File No.) Delaware (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 7730 S. Union Park Ave., Suite 500, Salt Lake City, Utah (Address of principal executive offices) (801) (Registrant s telephone number) Not Applicable (Former name or 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 ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Other Events On March 23, 2015, incontact, Inc. ( incontact ) issued a press release (the Launch Press Release ) announcing its intention to offer, subject to market and other conditions, $100 million aggregate principal amount of Convertible Senior Notes due 2022 (the Notes ) in a transaction exempt from registration under the Securities Act of 1933, as amended. On March 24, 2015, incontact issued a press release (the Pricing Press Release ) announcing the pricing of its private offering of $100 million aggregate principal amount of Notes. The offering is expected to close on March 30, 2015, subject to certain closing conditions. Copies of the Launch Press Release and the Pricing Press Release are attached to this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference. Item Financial Statements and Exhibits. (d) Exhibits incontact, Inc. press release dated March 23, incontact, Inc. press release dated March 24, 2015.

4 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INCONTACT, INC. Date: March 25, 2015 By: /s/ Paul Jarman Paul Jarman, Chief Executive Officer

5 Exhibit 99.1 incontact Announces Proposed Offering of $100 Million of Convertible Senior Notes due 2022 SALT LAKE CITY March 23, 2015 incontact (NASDAQ: SAAS) today announced its intention to offer, subject to market conditions and other factors, $100 million aggregate principal amount of Convertible Senior Notes due 2022 (the Notes ) in a private offering to qualified institutional buyers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act ). incontact expects to grant the initial purchaser of the Notes an option to purchase up to an additional $15 million aggregate principal amount of Notes on the same terms and conditions. incontact intends to apply approximately $22.7 million of the net proceeds to retire approximately $11.7 million of term loans and capital lease obligations and to repay $11.0 million of outstanding draws on our secured revolving credit facility, which will result in $15.0 million of future capacity available under the revolving credit facility. The remaining net proceeds will be used for general corporate purposes. The Notes will be unsecured, senior obligations of incontact, and interest will be payable semi-annually. The Notes will become convertible only under certain circumstances and during certain periods. The Notes will not be redeemable at incontact s option prior to April 1, On or after April 1, 2019, the Notes will be redeemable at incontact s option if the last reported sale price of incontact s common stock for at least 20 trading days (which need not be consecutive trading days) in any 30-day trading period exceeds 130% of the conversion price for the Notes. incontact will settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. Final terms of the Notes, including interest rate, conversion rate and other terms, will be determined at the time of pricing. The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the Notes nor any shares of incontact s common stock issuable upon conversion of the Notes have been or will be registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Forward-Looking Statements Statements contained in this press release regarding matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, the ability of incontact to satisfy the conditions to the closing of the offering and the intended use of the net proceeds from the offering. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with incontact s business and finances in general, and the other risks described in incontact s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. incontact undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. About incontact incontact (NASDAQ: SAAS) is the cloud contact center software leader, helping organizations around the globe create customer and contact center employee experiences that are more personalized, more empowering and more engaging today, tomorrow and in the future. incontact continuously innovates in the cloud and is the only provider to offer core contact center infrastructure, workforce optimization plus an enterprise-class telecommunications network for the most complete customer journey management. Media Contacts: Cheryl Andrus cheryl.andrus@incontact.com (801) Investor Contact: Edward Keaney Market Street Partners ekeaney@marketstreetpartners.com (415)

6 Exhibit 99.2 incontact Prices Offering of $100 Million of Convertible Senior Notes due 2022 SALT LAKE CITY March 24, 2015 incontact (NASDAQ: SAAS) today announced the pricing of its offering of $100 million aggregate principal amount of Convertible Senior Notes due 2022 (the Notes ) in a private placement to qualified institutional buyers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act ). incontact granted the initial purchasers of the Notes an option to purchase up to an additional $15 million aggregate principal amount of Notes on the same terms and conditions. The sale of the notes is scheduled to close on March 30, 2015, subject to satisfaction of customary closing conditions. incontact estimates that the net proceeds from this offering will be approximately $96.7 million, after deducting the initial purchasers discount and estimated offering expenses payable by incontact, and assuming no exercise of the initial purchasers option to purchase additional Notes. incontact intends to apply approximately $22.7 million of the net proceeds to retire approximately $11.7 million of term loans and capital lease obligations and to repay $11.0 million of outstanding draws on our secured revolving credit facility, which will result in $15.0 million of future borrowing capacity under the revolving credit facility. The remaining net proceeds will be used for general corporate purposes. The Notes will mature on April 1, 2022 and will pay interest semi-annually at a rate of 2.50% per year, payable on April 1 and October 1 of each year, beginning October 1, The Notes will be unsecured, senior obligations of incontact. The Notes will not be redeemable at incontact s option prior to April 1, On or after April 1, 2019, the Notes will be redeemable at incontact s option if the last reported sale price of incontact s common stock for at least 20 trading days (which need not be consecutive trading days) in any 30 trading day period exceeds 130% of the conversion price for the Notes. The redemption price will equal 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date. In addition, upon the occurrence of a fundamental change, holders of the Notes will have the right, at their option, to require incontact to repurchase their Notes in cash at a price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Notes will be convertible, upon satisfaction of certain conditions, at an initial conversion rate of shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $14.23 per share, and will be subject to adjustment upon the occurrence of certain events. The initial conversion price represents a conversion premium of approximately 35% over the last reported sale price of $10.54 per share of incontact s common stock on the NASDAQ Capital Market on March 24, Prior to October 1, 2021, the Notes will be convertible only during certain periods and subject to certain circumstances. On or after October 1, 2021, the Notes will be convertible at any time. incontact will settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the Notes nor any shares of incontact s common stock issuable upon conversion of the Notes have been or will be registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Forward-Looking Statements Statements contained in this press release regarding matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, the ability of incontact to satisfy the conditions to the closing of the offering and the intended use of the net proceeds from the offering. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with incontact s business and finances in general, and the other risks described in incontact s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. incontact undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. About incontact incontact (NASDAQ: SAAS) is the cloud contact center software leader, helping organizations around the globe create customer and

7 contact center employee experiences that are more personalized, more empowering and more engaging today, tomorrow and in the future. incontact continuously innovates in the cloud and is the only provider to offer core contact center infrastructure, workforce optimization plus an enterprise-class telecommunications network for the most complete customer journey management. Media Contacts: Cheryl Andrus (801) Investor Contact: Edward Keaney Market Street Partners (415)