Attached files
| file | filename |
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| EX-1.1 - IntraLinks Holdings, Inc. | v205094_ex1-1.htm |
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)
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December
6, 2010
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INTRALINKS
HOLDINGS, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
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Delaware
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001-34832
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20-8915510
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Identification No.)
|
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150
East 42nd
Street, 8th
Floor, New York, NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(212)
543-7700
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(Former
name or former address, if changed since last
report)
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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
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b)
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o
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
December 6, 2010, IntraLinks Holdings, Inc., a Delaware corporation (the
“Company”) and certain shareholders of the Company (the “Selling Shareholders”)
entered into an Underwriting Agreement (the “Underwriting Agreement”) with
Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., Jefferies
& Company, Inc. and Credit Suisse Securities (USA) LLC, as representatives
of the several underwriters named therein (collectively, the “Underwriters”),
relating to the underwritten registered offering of an aggregate of 10,000,000
shares (the “Shares”) of the Company’s common stock, par value $0.001 per share
(“Common Stock”), of which 2,000,000 shares are to be issued and sold by the
Company and 8,000,000 shares are to be sold by the Selling Shareholders, at a
public offering price of $20.00 per share. The net proceeds to the Company from
the sale of the Shares to be issued and sold by the Company are expected to be
approximately $37.4 million, and the net proceeds to the Selling Shareholders
from the sales of the Shares to be sold by such Selling Shareholders are
expected to be approximately $152.0 million, after deducting underwriting
discounts and commissions and other estimated offering expenses payable by the
Company and assuming no exercise by the Underwriters of their 30-day
over-allotment option to purchase up to an additional 1,500,000 shares of Common
Stock to cover over-allotments, if any, which the Selling Shareholders have
granted the Underwriters under the terms of the Underwriting Agreement. The
offering is expected to close on or about December 10, 2010, subject to
customary closing conditions. A copy of the Underwriting Agreement is
attached as Exhibit 1.1 to this report and is incorporated by reference, and the
description of the material terms of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit.
The
Underwriting Agreement contains customary representations, warranties and
agreements by the Company and the Selling Shareholders, customary conditions to
closing, indemnification obligations of the Company, the Selling Shareholders
and the Underwriters, including for liabilities under the Securities Act, other
obligations of the parties and termination provisions. 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, including being qualified by
confidential disclosures exchanged between the parties in connection with the
execution of the Underwriting Agreement.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits:
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1.1 Underwriting
Agreement, dated December 6, 2010, among the Company, the Selling Shareholders
named therein, and Morgan Stanley & Co. Incorporated, Deutsche Bank
Securities Inc., Jefferies & Company, Inc. and Credit Suisse Securities
(USA) LLC, as representatives of the several underwriters.
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.
Dated: December
9, 2010
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INTRALINKS
HOLDINGS, INC.
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||
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By:
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/s/ David G. Curran
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David
G. Curran
Executive Vice President, Business and Legal Affairs |
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