8-K: Current report filing
Published on June 16, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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).
¨ 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.
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, on January 31, 2023, Deluxe Corporation, a Minnesota corporation (the “Company”), through its subsidiary, Deluxe Small Business Sales, Inc., a Minnesota corporation (“Seller”), entered into a Stock and Asset Purchase Agreement (the “Sale Agreement”) with HostPapa, Inc., an Ontario corporation (“Purchaser”), for the sale of all of the outstanding equity interests of certain subsidiaries of Seller and the sale of certain assets, and the assumption of certain liabilities, of Seller and certain of its affiliates related to the Company’s web hosting business. On March 6, 2023, Seller and Purchaser entered into an amendment to the Sale Agreement to extend the outside date to complete the transaction from March 31, 2023 to May 31, 2023. On May 31, 2023, Seller and Purchaser entered into a second amendment to the Sale Agreement to extend the outside date to complete the transaction to June 15, 2023.
On June 15, 2023, Seller and Purchaser entered into a third amendment to the Sale Agreement to, among other things, extend the outside date to complete the transaction to June 30, 2023. The transaction is expected to close by June 30, 2023.
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this Current Report on Form 8-K concerning the expected closing of the transaction are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current intentions, expectations or beliefs and are subject to risks and uncertainties that could cause actual events to vary from those stated. Neither the Company nor management undertakes any obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.
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.
DELUXE CORPORATION | ||
Dated: June 16, 2023 | By: | /s/ Jeffrey L. Cotter |
Name: | Jeffrey L. Cotter | |
Title: | Senior Vice President, Chief Administrative Officer and General Counsel |