0001131554FALSE200 Crossing Boulevard3rd
FloorBridgewaterNew Jersey12/3100011315542022-06-222022-06-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 23, 2022
(June
22, 2022)
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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06-1594540 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
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200 Crossing Boulevard, 3rd Floor
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Bridgewater, New Jersey
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08807 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(866) 620-3940
Not Applicable
(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:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the
Exchange Act. o
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $.0001 par value
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SNCR |
The Nasdaq Stock Market, LLC
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8.375% Senior Notes due 2026 |
SNCRL |
The Nasdaq Stock Market, LLC |
Item 1.01. Entry into a Material Definitive Agreement
On June 23, 2022 (the “Closing Date”), Synchronoss Technologies,
Inc. (the “Company) and certain of its subsidiaries (together with
the Company, the “Company Group”) entered into a $15 million
accounts receivable securitization facility (the “A/R Facility”)
with Norddeutsche Landesbank Girozentrale. The Company does not
intend to draw on the A/R Facility at this time.
The documentation for the A/R Facility includes (i) Receivables
Purchase Agreements (the “Receivables Purchase Agreements”) dated
as of the Closing Date, among the Company, as initial servicer, SN
Technologies, LLC, a wholly owned special purpose subsidiary of the
Company (“SN Technologies”), as seller, Norddeutsche Landesbank
Girozentrale, as administrative agent (the “Administrative Agent”),
and the purchasers party thereto, the group agents party thereto
and the originators party thereto; (ii) Purchase and Sale
Agreements (the “Purchase and Sale Agreements”) dated as of the
Closing Date, between the Company Group, as originators (the
“Originators”), and SN Technologies, as purchaser; (iii) the
Administration Agreement (the “Administration Agreement”) dated as
of the Closing Date, between the Company, as servicer, and Finacity
Corporation, as administrator; and (iv) the Performance Guaranty
(the “Performance Guaranty”) dated as of the Closing Date made by
the Company in favor of the Administrative Agent.
Pursuant to the Purchase and Sale Agreements, the Originators will
sell existing and future accounts receivable [and related assets]
(the “Receivables”) to SN Technologies in exchange for cash and/or
subordinated notes. The Originators and SN Technologies intend the
transactions contemplated by the Purchase and Sale Agreements to be
true sales to SN Technologies by the respective Originators.
Pursuant to the Receivables Purchase Agreement, SN Technologies
will in turn grant an undivided security interest to the
Administrative Agent in the Receivables in exchange for a credit
facility permitting borrowings of up to $15 million outstanding
from time to time. Yield is payable to the Administrative Agent
under the Receivables Purchase Agreements at a variable rate based
on the Norddeutsche Landesbank Girozentrale’s Hanover funding rate
plus margin. Pursuant to the Performance Guaranty, the Company
guarantees the performance of the Originators of their obligations
under the Purchase and Sale Agreements. The Company has not agreed
to guarantee any obligations of SN Technologies or the collection
of any of the receivables and will not be responsible for any
obligations to the extent the failure to perform such obligations
by the Company or any Originators results from receivables being
uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness or other financial inability to pay of the related
obligor.
The A/R Facility contains representations and warranties,
affirmative and negative covenants, and events of default that are
customary for financings of this type.
Unless earlier terminated or subsequently extended pursuant to the
terms of the Receivables Purchase Agreement, the A/R Facility will
expire on June 23, 2025.
The foregoing description of the A/R Facility and the respective
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Receivables Purchase Agreements, Purchase and Sale Agreements,
Administration Agreement and Performance Guaranty, copies of which
are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively,
hereto and are incorporated herein by reference.
This Current Report on Form 8-K includes statements concerning the
Company and its future expectations, plans and prospects that
constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. For this purpose,
any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words “may,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “believes,”
“potential” or “continue” or other similar expressions are intended
to identify forward-looking statements. Synchronoss has based these
forward-looking statements largely on its current expectations and
projections about future events and financial trends that it
believes may affect its business, financial condition and results
of operations. These forward-looking statements speak only as of
the date of this Current Report on Form 8-K and are subject to a
number of risks, uncertainties and assumptions including, without
limitation, risks relating to the Company’s ability to sustain or
increase revenue from its larger customers and generate revenue
from new customers, the Company’s expectations regarding expenses
and revenue, the sufficiency of the Company’s cash resources, the
impact of legal proceedings involving the Company, including the
investigations by the Securities and Exchange Commission and the
Department of Justice described in the Company’s most recent SEC
filings, and other risks and factors that are described in the
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of the
Company’s Annual Report on Form 10-K for the year ended December
31, 2021 and the Company’s Quarterly Report on Form 10-Q for the
period ended March 31, 2022, which are on file with the SEC and
available on the SEC’s website at
www.sec.gov.
Additional factors may be described in those sections of the
Company’s Annual Report on Form 10-K for the year ended December
31, 2021, filed with the SEC in the first quarter of 2022. The
Company does not undertake any obligation to update any
forward-looking statements made in this Current Report on Form 8-K
as a result of new information, future events or
otherwise.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of
Registrant.
The disclosures under Item 1.01 of this Current Report on Form 8-K
are incorporated by reference into this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
At the annual meeting (the “Annual Meeting”) of stockholders the
Company held on June 16, 2022, the stockholders of the Company
approved and adopted the Certificate of Amendment (the “Certificate
of Amendment”) of the Company’s restated certificate of
incorporation to increase the total number of shares of authorized
common stock from 100,000,000 shares to 150,000,000
shares.
The Certificate of Amendment previously had been approved, subject
to stockholder approval, by the board of directors of the
Company.
A detailed discussion of the Certificate of Amendment is set forth
in the in the Company’s definitive proxy statement for the Annual
Meeting filed with the Securities and Exchange Commission on April
28, 2022 (the “Proxy Statement”) and a copy of the Certificate of
Amendment is filed as Exhibit 3.1 hereto and is incorporated herein
by reference.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the following proposals were submitted to
the stockholders of the Company:
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Proposal 1:
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The election of two directors to serve as Class I directors until
the Company’s 2025 annual meeting of stockholders and until their
successors are duly elected and qualified or until their earlier
death, resignation or removal.
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Proposal 2:
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The ratification of the appointment of Ernst & Young LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022.
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Proposal 3:
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The approval, on a non-binding, advisory basis, of the compensation
of the Company’s named executive officers.
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Proposal 4:
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The approval of the Certificate of Amendment.
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Proposal 5:
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The approval of an increase in the number of shares issuable under
the Company’s 2015 Equity Incentive plan, conditioned upon the
effectiveness of the Certificate of Amendment (the “2015 Equity
Plan Amendment”). |
For more information about the foregoing proposals, see the
Company’s Proxy Statement. Of the 88,259,403 shares of the
Company’s common stock entitled to vote at the Annual Meeting,
65,803,537 shares, or approximately 74.55%, were represented at the
meeting in person or by proxy, constituting a quorum. The number of
votes cast for, against or withheld, as well as abstentions and
broker non-votes, if applicable, in respect of each such proposal
is set forth below:
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Proposal 1:
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Election of Directors.
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The Company’s stockholders elected the following directors to serve
as Class I directors until the 2025 annual meeting of stockholders
and until their successors are duly elected and qualified or until
their earlier death, resignation or removal. The votes regarding
the election of the directors were as follows:
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Laurie L. Harris
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47,139,399
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2,177,320
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16,486,818
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Jeffery G. Miller
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48,178,362
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1,138,357
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Proposal 2:
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Ratification of Appointment of Ernst & Young LLP.
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The Company’s stockholders ratified the appointment of Ernst &
Young LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2022. The votes
regarding this proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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62,199,285
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3,530,743
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73,509
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Proposal 3:
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Advisory Vote on Executive Compensation.
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The Company’s stockholders approved, on a non-binding, advisory
basis, the compensation of the Company’s named executive officers
as described in the Proxy Statement. The votes regarding this
proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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47,755,388
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1,448,537
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112,794
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16,486,818
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Proposal 4:
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Approval of the Certificate of Amendment. |
The Company’s stockholders approved the Certificate of Amendment.
The votes regarding this proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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61,116,698
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4,586,584
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100,255
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None
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Proposal 5:
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Approval of the 2015 Equity Plan Amendment.
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The Company’s stockholders approved the 2015 Equity Plan Amendment.
The votes regarding this proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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40,945,795
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8,177,920
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193,004
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16,486,818
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Item 9.01. Financial Statements and
Exhibits.
(d)Exhibits
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Exhibit
Number |
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Description |
Filed Herewith |
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3.1 |
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x |
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10.1 |
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x |
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10.2 |
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x |
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10.3 |
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x |
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10.4 |
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x |
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.
Date: June 23, 2022
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Synchronoss Technologies, Inc. |
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/s/ Taylor Greenwald |
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Name: |
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Taylor Greenwald |
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Title: |
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Chief Financial Officer |
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Synchronoss Technologies (NASDAQ:SNCR)
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