UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the initial public offering of LegalZoom.com, Inc. (the “Company”), on June 18, 2021, the Company entered into Director Nomination Agreement (the “Nomination Agreement”) with LucasZoom, LLC (together with its affiliated investment entities, “Permira”), FPLZ I, L.P. and FPLZ II, L.P. Pursuant to the Nomination Agreement, Permira had the right to nominate one director to the Company’s Board of Directors so long as Permira owned at least 25% of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), owned by Permira immediately following the Company’s initial public offering. Upon the closing of the Secondary Offering (defined below), Permira ceased to own any shares of Common Stock and, accordingly, Permira lost its right to nominate a director to the Company’s Board of Directors under the Nomination Agreement. On November 13, 2023, following the closing of the Secondary Offering, Dipan Patel, a Class I director who was initially nominated by Permira, resigned as a member of the Board of Directors, effective immediately. The decision of Mr. Patel to resign from the Board of Directors is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 8.01 Other Events.
On November 8, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, RBC Capital Markets, LLC (the “Underwriter”), and LucasZoom, LLC (the “Selling Stockholder”) in connection with the underwritten public offering by the Selling Stockholder (the “Secondary Offering”) of 15,099,993 shares of Common Stock. Pursuant to the Underwriting Agreement, the Underwriter agreed to purchase the shares of Common Stock from the Selling Stockholder in the Secondary Offering. The Company did not offer any shares of Common Stock in the Secondary Offering and did not receive any proceeds from the sale of shares of Common Stock in the Secondary Offering. The Secondary Offering closed on November 13, 2023.
The Secondary Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-274367) filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2023, and which became effective upon filing with the Commission, a free writing prospectus, dated November 8, 2023, and a prospectus supplement, dated November 8, 2023, to the prospectus, dated September 6, 2023.
The Underwriting Agreement contains the terms and conditions for the sale by the Selling Stockholder of the shares of Common Stock to the Underwriters, customary representations, warranties and agreements by the Company and Selling Stockholder, customary conditions to closing, indemnification obligations of each party to the Underwriting Agreement, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
1.1 | Underwriting Agreement, dated November 8, 2023, among the Company, the Underwriter and the Selling Stockholder. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
LegalZoom.com, Inc. | ||||||
Date: November 13, 2023 | By: | /s/ Noel Watson | ||||
Noel Watson | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |