Teladoc,Inc. (NYSE:TDOC) Files An 8-K Other Events
Item 8.01. Other Events.
On January18, 2017, Teladoc,Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with the
selling stockholders named therein (the Selling Stockholders) and
J.P. Morgan Securities LLC and Piper Jaffray Co., as
representatives (the Representatives) of the several underwriters
named therein (collectively, the Underwriters), to which the
Company agreed to issue and sell 6,650,000 shares of its common
stock, par value $0.001 per share (Common Stock), to the
Underwriters, and the selling stockholders agreed to sell
1,600,000 shares of Common Stock to the Underwriters (the
Offering). The shares were sold at a public offering price of
$16.75 per share, and were purchased by the Underwriters from the
Company and the Selling Stockholders at a price of $15.79 per
share. Under the terms of the Underwriting Agreement, the Company
granted the Underwriters the option, for 30 days, to purchase up
to 1,237,500 additional shares of Common Stock at the public
offering price. On January19, 2017, the Underwriters exercised in
full their option to purchase the additional 1,237,500 shares of
The Offering is expected to close on January24, 2017, subject to
the satisfaction of customary closing conditions. The net
proceeds to the Company from the Offering are expected to be
approximately $124.1 million after deducting the underwriting
discount and estimated offering expenses payable by the Company.
The net proceeds of the primary portion of the offering will be
used by the Company for working capital and general corporate
purposes, including to expand its current business through
acquisitions of, or investments in, other businesses, products or
technologies. The Company will not receive any proceeds from
shares of common stock to be sold by the Selling Stockholders.
The Offering is being made to the Companys effective registration
statement on FormS-3 (Registration Statement No.333-213894) filed
with the Securities and Exchange Commission (the SEC) on
September30, 2016 and a prospectus supplement and accompanying
prospectus filed with the SEC.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company and the
Selling Stockholders, customary conditions to closing and
indemnification obligations of the Company, the Selling
Stockholders and the Underwriters, including for liabilities
under the Securities Act of 1933, as amended, among other
obligations of the parties. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
The Company, the Selling Stockholders and the Companys directors
and executive officers (and certain of their affiliated
stockholders) also agreed not to sell or transfer any Common
Stock for 90days after January18, 2017 without first obtaining
the written consent of the Representatives on behalf of the
Underwriters, subject to certain exceptions as described in the
A copy of the Underwriting Agreement is attached as Exhibit1.1
hereto and is incorporated herein by reference. The foregoing
descriptions of the Underwriting Agreement and lock-up
arrangements do not purport to be complete and are qualified in
their entirety by reference to such exhibit.
A copy of the opinion of Latham Watkins LLP relating to the
validity of the securities issued in the Offering is filed
herewith as Exhibit5.1.
This current report contains forward-looking statements within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: anticipate,
intend, plan, believe, project, estimate, expect, may, should,
will and similar references to future periods. Examples of
forward-looking statements include, among others, statements the
Company makes regarding its financing plans (including statements
related to the offering of common stock by the Company and the
Selling Stockholders and the intended use of net proceeds of the
offering), future revenues, future earnings, future numbers of
members or clients, litigation outcomes, regulatory developments,
developments, new products and growth strategies, and the
effects of any of the foregoing on the Companys future results
of operations or financial conditions.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only
on the Companys current beliefs, expectations and assumptions
regarding the future of the Companys business, future plans and
strategies, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of the
Companys control. The Companys actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on
any of these forward-looking statements. Important factors that
could cause the Companys actual results and financial condition
to differ materially from those indicated in the
forward-looking statements include, among others, the
following: (i)changes in laws and regulations applicable to the
Companys business model; (ii)changes in market conditions and
receptivity to the Companys services and offerings;
(iii)results of litigation; (iv)the loss of one or more key
clients; and (v)changes to the Companys abilities to recruit
and retain qualified providers into the Companys network.
Additional relevant risks that may affect the Companys results
are described in certain of the Companys filings with the SEC.
Any forward-looking statement made by us in this current report
is based only on information currently available to us and
speaks only as of the date on which it is made. The Company
undertakes no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time
to time, whether as a result of new information, future
developments or otherwise.
Item 9.01. Financial Statements and Exhibits.
Underwriting Agreement, dated January18, 2017, among
Opinion of Latham Watkins LLP.
Consent of Latham Watkins LLP (included in Exhibit5.1
About Teladoc, Inc. (NYSE:TDOC)
Teladoc, Inc., together with its subsidiaries, is a telehealth company. The Company offers telehealth platform, delivering on-demand healthcare anytime, anywhere, through mobile devices, the Internet, video and phone. The Company operates through health services segment. Its solution connects its Members, with its over 3,000 board-certified physicians and behavioral health professionals who treat a range of conditions and cases from acute diagnoses, such as upper respiratory infection, urinary tract infection and sinusitis to dermatological conditions, anxiety and smoking cessation. Its enterprise scale platform is offered for real-time sharing of clinical and non-clinical data in real time among the Teladoc constituents, which include Members, Providers, physician network operations center staff, nurses, SureScripts for electronic medication prescription writing, routing and fulfillment and health plans for claims processing, clinical summaries and clinical alerts. Teladoc, Inc. (NYSE:TDOC) Recent Trading Information
Teladoc, Inc. (NYSE:TDOC) closed its last trading session up +0.02 at 18.90 with 712,043 shares trading hands.