MATTERSIGHT CORPORATION (NASDAQ:MATR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into Material Definitive Agreement. |
On February23, 2017, Mattersight Corporation, a Delaware
corporation (the Company), entered into a definitive purchase
agreement (the Purchase Agreement) for the sale of 5,328,187
shares of its common stock (the Shares) to certain investors and
certain officers and directors (collectively, the Purchasers) in
a private placement (the Offering). Under the terms of the
Purchase Agreement, the Company expects to raise approximately
$16.0million in gross proceeds by selling 5,228,187 Shares to
certain investors at a price of $3.00 per share and by selling
100,000 Shares to certain officers and directors (including
certain of their affiliates) at a price of $3.45 per share. The
Offering is expected to close on March1, 2017, subject to the
satisfaction of customary closing conditions.
to the terms of the Purchase Agreement, the Company agreed to use
commercially reasonable efforts to file a registration statement
on Form S-3 (the Registration Statement) with the Securities and
Exchange Commission (the SEC) within 45 days following the
closing of the Offering to register the resale by the Purchasers
of the Shares and to cause the Registration Statement to become
effective within 105 days following after the closing of the sale
of Shares to the Purchasers (135 days in the event of a full
review of the Registration Statement by the SEC). If the Company
fails to file the Registration Statement within such 45-day time
period, or the Registration Statement has not been declared
effective within such 105-day time period (or 135-day time period
in the event of a full review of the Registration Statement by
the SEC), the Purchase Agreement provides for (i)an initial
payment by the Company of partial liquidated damages equal to 1%
of the aggregate purchase price for the Shares then owned by the
Purchasers, and (ii)additional payments by the Company of partial
liquidated damages equal to 1% of the aggregate purchase price
for the Shares then owned by the Purchasers for each 30-day
period thereafter until the Registration Statement has been filed
or declared effective, as the case may be. The Company has also
agreed to other customary obligations regarding registration,
including maintenance of the Registration Statement and specified
indemnification obligations.
The foregoing is only a brief description of the material terms
of the Purchase Agreement and does not purport to be a complete
description of the rights and obligations of the parties
thereunder. The foregoing is qualified in its entirety by
reference to the form of Purchase Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
by reference herein.
| Item3.02 | Unregistered Sales of Equity Securities. |
The Shares were offered and will be sold to the Purchasers under
the Purchase Agreement in transactions exempt from registration
under the Securities Act of 1933, as amended (the Securities
Act), or state securities laws, in reliance on Section 4(a)(2) of
the Securities Act and Rule 506 of Regulation D of the Securities
Act and in reliance on similar exemptions under applicable state
laws. Each of the Purchasers represented that it is an accredited
investor within the meaning of Rule 501(a) of Regulation D, and
is acquiring the Shares for investment only and not with a view
towards, or for resale in connection with, the public sale or
distribution thereof. The Shares were offered without any general
solicitation by the Company or its representatives.
The aggregate purchase price of the Shares is expected to be
approximately $16.0 and proceeds, after commissions but before
expenses, are expected to be approximately $15.0million.
Craig-Hallum Capital Group LLC is acting as sole placement agent
for the Offering.
The Shares subject to the Purchase Agreement represent 19.99% of
the issued and outstanding shares of the Companys common stock
immediately prior to the execution of the Purchase Agreement. The
Company intends to use the net proceeds of the Offering for
general corporate and working capital purposes.
The securities to be sold in the Offering have not been
registered under the Securities Act or state securities laws and
may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements. Neither this Current Report on Form
8-K nor any
exhibit attached hereto is an offer to sell or the solicitation
of an offer to buy Shares or any other securities of the
Company.
Additional
information regarding the Offering and the issuance of the Shares
is included under Item 1.01 of this Current Report on Form
8-K and is
incorporated herein by reference.
| Item8.01. | Other Events. |
The press release, dated
February24, 2017, announcing the Offering is attached hereto as
Exhibit 99.1 and is incorporated herein by
reference.
Forward-Looking
Statements
Statements in this Current
Report on Form 8-K that are not historical facts are
forward-looking statements that are made to the safe harbor
provisions of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934. These forward-looking
statements, which may be identified by use of words such as plan,
may, might, believe, expect, intend, could, would, should, and
other words and terms of similar meaning, involve risks and
uncertainties that could cause actual results to differ
materially from those described in the forward-looking
statements. Such forward-looking statements include statements
relating to the anticipated closing date of the Offering, the
filing of the Registration Statement to the Purchase Agreement
and future obligations of the parties, as well as the proposed
use of proceeds from the Offering. These statements are only
predictions based on current information and expectations and
involve a number of risks and uncertainties. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Actual events or results
may differ materially from those stated in any such statements
due to various factors, including the Companys ability to
complete the filing of the Registration Statement and to secure
an order from the SEC declaring the Registration Statement
effective as well as other factors, some of which are discussed
in the Companys Annual Report on Form 10-K for the fiscal year
ended December31, 2015, as well as other subsequent filings by
the Company with the SEC. You can locate these filings on the
Investor Relations page of the Companys website,
www.mattersight.com. Statements included or incorporated
by reference into this Current Report on Form 8-K are based upon
information known to the Company as of the date of this Current
Report on Form 8-K, and the Company assumes no obligation to
publicly revise or update any forward-looking statement for any
reason. In light of Regulation FD, it is the Companys policy not
to comment on earnings, financial guidance or operations other
than through press releases, publicly announced conference calls,
or other means that will constitute public disclosure for
purposes of Regulation FD. The Company uses its website at
www.mattersight.com as a means of disclosing material
non-public information and for complying with its disclosure
obligations under Regulation FD. The information contained on the
Companys website is not incorporated by reference into this
Current Report on Form 8-K.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 |
Form of Common Stock Purchase Agreement, dated February23, 2017, by and between Mattersight Corporation and the purchasers named therein. |
|
| 99.1 | Press Release issued by the Company on February24, 2017. |
About MATTERSIGHT CORPORATION (NASDAQ:MATR)
Mattersight Corporation offers behavioral analytics and provides personality-based software products. The Company uses various applications, including predictive behavioral routing, performance management, quality assurance and predictive analytics (collectively, Behavioral Analytics) to analyze and predict customer behavior based on the language exchanged between agents and customers during brand interactions. The Company operates through the Behavioral Analytics segment. Its multi-channel technology captures the unstructured data of voice interactions (conversations), related customer and employee data, and employee desktop activity, and applies various algorithms against those interactions. Its Behavioral Analytics offerings help its clients to identify optimal customer/employee behavioral pairing for call routing; identify and understand customer personality, and measure customer satisfaction and agent performance on every analyzed call, among others. MATTERSIGHT CORPORATION (NASDAQ:MATR) Recent Trading Information
MATTERSIGHT CORPORATION (NASDAQ:MATR) closed its last trading session down -0.15 at 3.45 with 85,390 shares trading hands.