MINDBODY, Inc. (NASDAQ:MB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| • | failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets; |
| • | failure by the Company to comply with any of the other agreements in the Indenture for 60 days after receipt of written notice of such failure; |
| • | one or more defaults by the Company or its significant subsidiaries shall have occurred under any mortgage, agreement or other instrument of certain indebtedness for money borrowed in excess of $35,000,000 (or its foreign currency equivalent), either (i)resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity or (ii)constituting a failure to pay the principal or interest of any such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case, after the expiration of any applicable grace period, if not rescinded or annulled or cured or waived, or such indebtedness shall not have been paid or discharged, as the case may be, for 30 days after receipt of written notice of such failure; and |
| • | certain events of bankruptcy or insolvency with respect to the Company or any of its significant subsidiaries. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to qualified institutional buyers to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated June7, 2018 by and among the Company and the initial purchasers. The shares of the Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of the Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes, and any resulting issuance of shares of the Common Stock.
Forward-Looking Statements
This Current Report on Form8-Kcontains “forward-looking” statements, as that term is defined under the federal securities laws, including but not limited to statements regarding the offering of the Notes, the effects of the capped call transactions, and the Company’s expectations regarding the expected net proceeds from the offering and use of those net proceeds. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Further information on these and other factors that could affect the forward-looking statements in this Current Report on Form 8-K is included in the filings the Company makes with the Securities and Exchange Commission (“SEC”) from time to time, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the Annual Report on Form 10-K for the fiscal year ended December31, 2017 and the Quarterly Report on Form 10-Q for the quarter ended March31, 2018. Copies of these documents may be obtained by visiting the Company’s Investor Relations website at investors.mindbodyonline.com/ or the SEC’s website at www.sec.gov. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Current Report on Form8-K. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
MINDBODY, Inc. ExhibitEX-4.1 2 d601452dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION MINDBODY,…To view the full exhibit click here
About MINDBODY, Inc. (NASDAQ:MB)
MINDBODY, Inc. is a provider of cloud-based business management software for the wellness services industry and operates as a consumer marketplace with over 51,000 local business subscribers on its platform in over 130 countries and territories. The Company’s subscribers provide a range of wellness services to approximately 28 million active consumers. Its integrated software and payments platform helps business owners in the wellness services industry run, market and build their businesses. It also helps consumers discover, evaluate, engage and transact with these businesses through the Web and mobile devices. The platform addresses various aspects of operating a wellness business, including client scheduling and online booking; retail point-of-sale; analytics and reporting; user experience; mobility; social integration; dynamic cloud-based architecture; open platform for third-party application development; integration with other cloud-based partners, and security and compliance.