Form 8-K
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 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): November 12, 2010
SYNCHRONOSS TECHNOLOGIES,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware |
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000-52049 |
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06-159540 |
(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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750 Route 202 South
Suite
600
Bridgewater, New Jersey
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08807 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (866) 620-3940
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Not
Applicable
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(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD
Disclosure
On November 12, 2010, Synchronoss
Technologies, Inc. issued a press release announcing a common stock offering. A
copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in Item 7.01 of
this Form 8-K and the press release furnished as Exhibit 99.1 to this Form
8-K shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01. Financial
Statements and Exhibits.
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Exhibit No.
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Description |
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Exhibit 99.1
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Press Release dated November 12, 2010. |
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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.
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SYNCHRONOSS TECHNOLOGIES, INC. |
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By: |
/s/ Stephen G. Waldis |
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Name: Stephen G. Waldis |
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Title: Chief Executive Officer |
Dated: November 12, 2010
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EXHIBIT INDEX
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Exhibit No.
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Description |
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Exhibit 99.1
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Press Release dated November 12, 2010 |
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Exhibit 99.1
Exhibit 99.1
750 Route 202 South Suite 600 Bridgewater, NJ 08807
Press Release:
SYNCHRONOSS TECHNOLOGIES, INC. ANNOUNCES
COMMON STOCK OFFERING
BRIDGEWATER, NJ November 12, 2010 Synchronoss Technologies, Inc. (NASDAQ: SNCR) (the
Company), a leading global provider of on-demand transaction management software platforms,
announced today that it intends to offer, subject to market and other conditions, 3,775,000 shares
of its common stock and that certain stockholders of the company intend to offer 483,042 shares of
common stock in an underwritten registered public offering. The Company will not receive any
proceeds from the shares of common stock offered by the selling stockholders. In connection with
this offering, the Company intends to grant to the underwriters an option to purchase up to 638,706
additional shares of common stock to cover over-allotments of shares.
The specific amount and offering price of the shares of common stock sold will be determined by
negotiations between the Company, the selling stockholders and the underwriters. Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as joint
book-runners for the offering and Steifel Nicolaus Weisel, Raymond James, Lazard Capital Markets
LLC and Wedbush Securities are acting as co-managers for the offering.
A registration statement (including a prospectus) relating to these securities was declared
effective by the Securities and Exchange Commission on March 10, 2010 and the Company has filed a
related preliminary prospectus supplement with the Securities Exchange Commission (the SEC).
Before you invest, you should read the prospectus and preliminary prospectus supplement included in
that registration statement and other documents the Company has filed with the SEC for more
complete information about the Company and its common stock. These documents may be obtained for
free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the preliminary
prospectus supplement (including the prospectus) may be obtained by contacting Credit Suisse
Securities (USA) LLC, Attention: Credit Suisse Prospectus Department, One Madison Avenue, New York,
New York 10010; telephone: 1-800-221-1037.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The offering of the common stock will be made only by means of the
preliminary prospectus supplement and the related prospectus. The common stock being offering have
not been approved or disapproved by any regulatory authority, nor has any such authority passed
upon the accuracy or adequacy of the registration statement, the prospectus contained therein or
the preliminary prospectus supplement.
About Synchronoss Technologies, Inc.
Synchronoss Technologies (NASDAQ: SNCR) is a leading global provider of on-demand transaction
management technology. The companys ConvergenceNow(R), ConvergenceNow(R) Plus+ and
InterconnectNow technology platforms enable communication service providers, cable operators,
retailers/e-tailers and OEMs to automate subscriber activation, order management, provisioning and
content transfer and synchronization of connected devices, across any network from any distribution
channel.
Forward-looking Statements
This document may include certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include, but are not limited to, plans, objectives,
expectations and intentions and other statements contained in this press release that are not
historical facts and statements identified by words such as expects, anticipates, intends,
plans, believes, seeks, estimates, outlook or words of similar meanings. These statements
are based on our current beliefs or expectations and are inherently subject to various risks and
uncertainties, including those set forth under the caption Risk Factors in Synchronoss Annual
Report on Form 10-K for the year ended December 31, 2009 and other documents filed with the U.S.
Securities and Exchange Commission. Actual results may differ materially from these expectations
due to changes in global political, economic, business, competitive, market and regulatory factors.
Synchronoss does not undertake any obligation to update any forward-looking statements contained in
this document as a result of new information, future events or otherwise.
The Synchronoss logo, Synchronoss, ConvergenceNow, InterconnectNow and ConvergenceNow Plus+ are
trademarks of Synchronoss Technologies, Inc. All other trademarks are property of their respective
owners.