0001280058-14-000018.txt : 20140624 0001280058-14-000018.hdr.sgml : 20140624 20140617085106 ACCESSION NUMBER: 0001280058-14-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140616 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140617 DATE AS OF CHANGE: 20140617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKBAUD INC CENTRAL INDEX KEY: 0001280058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 112617163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50600 FILM NUMBER: 14924265 BUSINESS ADDRESS: STREET 1: 2000 DANIEL ISLAND DRIVE CITY: CHARLESTON STATE: SC ZIP: 24992-7541 BUSINESS PHONE: 843-216-6200 MAIL ADDRESS: STREET 1: 2000 DANIEL ISLAND DRIVE CITY: CHARLESTON STATE: SC ZIP: 24992-7541 8-K 1 form8-kjunex17x2014.htm 8-K FORM 8-K (June-17-2014)


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): June 16, 2014
 
 
 
BLACKBAUD, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction of incorporation)
 
 
 
000-50600
 
11-2617163
(Commission File Number)
 
(IRS Employer ID Number)
 
 
 
2000 Daniel Island Drive, Charleston, South Carolina
 
29492
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (843) 216-6200
 
 
 
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))

¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 8.01. Other Events.
On June 16, 2014, Blackbaud, Inc. ("Blackbaud") acquired all of the outstanding shares (the "Shares") of Whipplehill Communications, Inc., a New Hampshire corporation ("Whipplehill"), pursuant to a stock purchase agreement with Whipplehill, the holders of the Shares (collectively, the "Sellers") and Travis S. Warren, as representative of the Sellers (the "Acquisition"). Blackbaud acquired the Shares for an aggregate purchase price of $35.0 million in cash, subject to certain adjustments set forth in the stock purchase agreement.
On June 17, 2014, Blackbaud issued a press release announcing the Acquisition. A copy of the press release is filed hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
 
Description
 
 
 
99.1
 
Press release of Blackbaud, Inc. dated June 17, 2014.





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.
 
 
 
 
 
 
 
 
 
 
BLACKBAUD, INC.
 
 
 
 
 
 
 
Date:
June 17, 2014
 
 
/s/ Anthony W. Boor
 
 
 
 
 
Anthony W. Boor
 
 
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
 
 
(Principal Financial and Accounting Officer)
 






EX-99.1 2 ex991june-17x2014.htm EXHIBIT 99.1 EX 99.1 (June-17-2014)
Exhibit 99.1

NON-PROFIT SOFTWARE LEADER BLACKBAUD ACQUIRES WHIPPLEHILL
Acquisition Expands Cloud-Based Offerings for K12 Private Schools

Charleston, SC (June 17, 2014) - Today, Blackbaud, Inc. (NASDAQ: BLKB), a leading provider of non-profit software and services, announced the acquisition of WhippleHill Communications, Inc., a New Hampshire-based software company that exclusively serves K12 private schools through its innovative, cloud-based solutions.

“We’re pleased to bring WhippleHill’s expertise into the company,” said Blackbaud President and CEO, Mike Gianoni. “By combining WhippleHill’s innovative, cloud-based front-office solutions for parents, teachers and students with Blackbaud’s preeminent back-office solutions and award-winning support, K12 private schools will have access-like never before-to a comprehensive suite of best-in-class offerings that are “integrated by design” to help them manage the entire education lifecycle. Blackbaud remains committed to leadership in the K12 technology sector through innovation and unprecedented quality, customer experience and support. Today’s announcement is an example of the investment we’re making to bring even greater value-both near and long-term-to academic institutions around the world.”

The WhippleHill organization will merge with Blackbaud’s existing K12 education solutions group, forming an expanded team dedicated to K12 private school solutions. The new group will be led by former WhippleHill President and Founder, Travis Warren, who will report to Kevin Mooney, President, Blackbaud’s General Market Business Unit.

“We’re excited to join the Blackbaud organization,” said Travis Warren, President and Founder of WhippleHill, now Vice President and General Manager of Blackbaud’s K12 Private Schools Group. “Both companies share a passion for supporting and advancing the education sector, and this new structure allows us to collaborate in a way that will springboard innovation and offer K12 private schools an unrivaled solution set. In an industry where customers are frustrated by multi-vendor solutions with lackluster integration, K12 private schools will now have what they’ve been asking for-access to a comprehensive set of solutions that meet their needs and work well together, under the leadership and support of a single technology company that is highly invested in their success.”

The combination expands Blackbaud’s addressable market and further positions the company as one of the largest cloud-based vendors in the world. Gianoni added: “For 30 years, the non-profit community has counted on Blackbaud solutions to help them change the world. Today’s announcement is a reflection of our unwavering commitment to product and service innovation at the leading edge of the non-profit sector. Coupled with unparalleled customer service and a passion for seeing customers succeed, we’re well-positioned to create new value for customers, increase profitability and grow competitive share.”

About Blackbaud

Serving the nonprofit and education sectors for 30 years, Blackbaud (NASDAQ: BLKB) combines technology and expertise to help organizations achieve their missions. Blackbaud works with more than 30,000 customers in over 60 countries that support higher education, healthcare, human services, arts and culture, faith, the environment, Private K12 education, animal welfare and other charitable causes. The company offers a full spectrum of cloud-based and on-premise software solutions and related services for organizations of all sizes including: fundraising, eMarketing, advocacy, constituent relationship management (CRM), financial management, payment solutions, analytics and vertical-specific solutions. Using Blackbaud technology, these organizations raise more than $100 billion each year. Recognized as a top company by Forbes, InformationWeek, and Software Magazine and honored by Best Places to Work, Blackbaud is headquartered in Charleston, South Carolina and has operations in the United States, Australia, Canada, the Netherlands, Ireland and the United Kingdom. For more information, visit www.blackbaud.com.

About WhippleHill Communications, Inc.

As a leading provider of cloud-based technology solutions for K12 private schools, WhippleHill is committed to helping academic institutions serve students, parents and teachers with excellence. Through their content management, student information management, enrollment management and learning management solutions, WhippleHill provides seamless pathways for schools to manage information and communicate. WhippleHill works with more than 450 schools across North America and is based in Bedford, NH. For more information about WhippleHill, visit www.WhippleHill.com.

Forward-looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this news release are forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the direction of our company and solutions. These statements involve a number of risks




and uncertainties. Although Blackbaud attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. In addition, other important factors that could cause results to differ materially include the following: risks related to the integration of the acquired company; risks associated with management and achievement of growth; and the other risk factors set forth from time to time in the SEC filings for Blackbaud, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from Blackbaud's investor relations department. Blackbaud assumes no obligation and does not intend to update these forward-looking statements, except as required by law. All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc.

Investor Contact:
Robert Weiner
Blackbaud, Inc.
843-654-3138
rob.weiner@blackbaud.com

Media Contact:
Nicole McGougan
Blackbaud, Inc.
843-654-2831
nicole.mcgougan@blackbaud.com