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): November 12, 2015
Paycom Software, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-36393 (Commission File Number) |
80-0957485 (IRS Employer Identification No.) |
| 7501 W. Memorial Road, Oklahoma City, Oklahoma (Address of principal executive offices) |
73142 (Zip Code) |
Registrant’s telephone number, including area code: (405) 722-6900
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)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On November 12, 2015, Paycom Software, Inc., a Delaware corporation, issued a press release announcing a proposed secondary offering of shares of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release dated November 12, 2015 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAYCOM SOFTWARE, INC. | ||||||
| Date: November 12, 2015 | By: | /s/ Craig E. Boelte | ||||
| Name: | Craig E. Boelte | |||||
| Title: | Chief Financial Officer | |||||
Exhibit Index
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release dated November 12, 2015 | |
Exhibit 99.1
Paycom Software, Inc. Announces Proposed Sale of Shares of Common Stock by Selling Stockholders
OKLAHOMA CITY – BUSINESS WIRE – Paycom Software, Inc. (NYSE: PAYC) (“Paycom”), a leading provider of comprehensive, cloud-based human capital management software delivered as Software-as-a-Service, announced today a proposed secondary offering of 4,500,000 shares of its common stock by Welsh, Carson, Anderson & Stowe X, L.P., WCAS Capital Partners IV, L.P. and WCAS Management Corporation (collectively, “WCAS”), certain of Paycom’s executive officers and certain other selling stockholders (collectively, the “Selling Stockholders”). Certain of the Selling Stockholders also expect to grant the underwriter a 30-day option to purchase up to an additional 675,000 shares, solely to cover overallotments. Barclays will act as the sole underwriter in the proposed registered public offering of those shares. Paycom will not receive any proceeds from the offering.
A copy of the prospectus and preliminary prospectus supplement related to the offering may be obtained, when available, from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or e-mail Barclaysprospectus@broadridge.com, or telephone 1 (888) 603-5847.
Paycom has filed a registration statement (including a prospectus), which has become effective, with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about Paycom and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Paycom
As a leader in payroll and HR technology, Oklahoma City-based Paycom redefines the human capital management industry by allowing companies to effectively navigate a rapidly changing business environment. Its cloud-based software solution is based on a core system of record maintained in a single database for all human capital management functions, providing the functionality that businesses need to manage the complete employment lifecycle, from recruitment to retirement. Paycom has the ability to serve businesses of all sizes and in every industry. As one of the leading human capital management providers, Paycom serves clients in all 50 states from offices across the country.
Media Contact:
Kathy Oden-Hall, CMO
800.580.4505
Kathy.Oden-Hall@paycom.com
Investor Relations Contact:
855.603.1620
investors@paycom.com