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)
November 21, 2014
UPLAND SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36720 | 27-2992077 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
401 Congress Avenue, Suite 1850
Austin, Texas 78701
(Address of principal executive offices, including zip code)
(512) 960-1010
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ¨ | 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 3.02 | Unregistered Sale of Equity Securities. |
On November 21, 2014, Upland Software, Inc. (the “Company”) announced its acquisition of Solution Q, Inc. and its SaaS project and portfolio management application, “Eclipse.” In connection with the acquisition, the Company issued an aggregate of 150,977 shares of its common stock to the Solution Q, Inc. shareholders, all of which were unregistered. The shares of Company common stock issued as acquisition consideration were issued pursuant to an exemption from the registration requirements under Section 5 of the Securities Act of 1933 provided by Section 4(2) thereof and Rule 506 under Regulation D.
| Item 7.01 | Regulation FD Disclosure. |
On November 21, 2014, Upland Software, Inc. (the “Company”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, regarding the Company’s acquisition of Solution Q, Inc. and its SaaS project and portfolio management application, “Eclipse PPM.” Eclipse is a purpose-built application for mid-market organizations seeking an easy-to-use, turnkey solution for their project management and portfolio visibility needs.
| Item 8.01 | Other Events. |
On November 21, 2014, Upland Software, Inc. (the “Company”) announced its acquisition of Solution Q, Inc. and its SaaS project and portfolio management application, “Eclipse.” The Company expects the Eclipse product to generate approximately $4.5 million in revenue in 2015, subject to reductions for a deferred revenue discount as a result of GAAP purchase accounting. The purchase price consideration paid in the transaction was approximately $5.8 million, and consisted of approximately $3.2 million in cash payable at closing (net of $0.4 million of cash acquired), a $0.9 million cash holdback payable eighteen (18) months following the closing (subject to indemnification claims), and 150,977 shares of the Company’s common stock.
This report includes forward-looking statements covered by the Private Securities Litigation Reform Act of 1995. Because such statements may deal with future events, they are subject to various risks and uncertainties and actual results for fiscal year 2015 and beyond could differ materially from the Company’s current expectations. Forward-looking statements are identified by words such as “anticipates,” “projects,” “expects,” “plans,” “intends,” “believes,” “estimates,” “targets,” and other similar expressions that indicate trends and future events. The Company undertakes no obligation to revise or update forward-looking statements as a result of new information, since these statements may no longer be accurate or timely.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Upland Software, Inc. Press Release dated November 21, 2014. | |
The information furnished in this Current Report under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities of Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURE
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.
| UPLAND SOFTWARE, INC. | ||
| By: | /s/ John T. McDonald | |
| John T. McDonald | ||
| Chief Executive Officer | ||
Date: November 21, 2014
Exhibit 99.1
Upland Software Announces Acquisition of Solution Q
Solution Q’s Eclipse SaaS project management application joins Upland’s
Enterprise Work Management family of products as a new mid-market offering
AUSTIN, Texas (November 21, 2014) – Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based Enterprise Work Management applications, today announced that it has acquired Solution Q, Inc. and its SaaS project and portfolio management application, Eclipse PPM. Eclipse is a purpose-built application for mid-market organizations seeking an easy-to-use, turnkey solution for their project management and portfolio visibility needs.
With this acquisition, Upland’s seventh in three years, Upland broadens its Enterprise Work Management offerings by adding a new class of cloud-based project and portfolio management (PPM) tool to its family of software products. Eclipse will join Upland’s EPM Live product line as a new application tailored for midsize organizations. Eclipse customers include verticals such as Healthcare, Education and Financial Services. EPM Live is a highly configurable, cloud-based project management and collaboration application based on Microsoft SharePoint, and used by organizations globally to solve complex project management challenges.
“We’re very pleased to welcome the Solution Q team to the Upland family,” said Jack McDonald, Chairman and CEO of Upland Software. “This acquisition adds another built-for-purpose product to our family of cloud-based Enterprise Work Management applications and represents the latest step in our commitment to making Upland Software the global leader in this category.”
“This is a very exciting milestone for our product and technology vision,” said Brad Robbins, Co-Founder of Solution Q. “I believe that combining the strengths of Eclipse with EPM Live and Upland’s other leading Enterprise Work Management applications will provide significant additional opportunities to our current and future customers.”
“I’m excited to bring together our teams and learn from each other’s experience and disciplines,” said Craig MacInnis, Co-Founder of Solution Q. “We’ve found a great cultural fit with Upland, which will be a big advantage to our customers and employees.”
About Upland Software
Upland (Nasdaq: UPLD) is a leading provider of cloud-based Enterprise Work Management software. Our family of applications connects people through technology, automates the flow of work and brings visibility to all aspects of the organization. With more than 1,200 enterprise customers around the globe, and over 200,000 users, Upland helps teams in IT, marketing, finance, professional services and process excellence run their operations smoothly, adapt to change quickly and achieve better results every day. To learn more, visit www.uplandsoftware.com.
About Solution Q
Solution Q is the maker of Eclipse PPM, project portfolio management software that helps to simplify project and portfolio management to make it more successful for ‘all voices in the room.’ Solution Q provides a combination of process, PPM software and partnership to deliver improved business results.
Forward-looking Statements
This press release contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. Forward-looking statements include information concerning the proposed offering. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that we will consummate an initial public offering. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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Investor Relations & Media Contact:
Karoline McLaughlin
Upland Software
512.960.1028
kmclaughlin@uplandsoftware.com