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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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).
Emerging growth company
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. ☐
| Item 8.01 | Other Events. |
On June 3, 2020, Werner Enterprises, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the Clarence L. Werner Revocable Trust (the “Selling Shareholder”) and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), in connection with the offer and sale by the Selling Shareholder of 12,845,930 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share, at a price of $41.00 per share in an underwritten public offering. Pursuant to the terms of the Underwriting Agreement, the Selling Shareholder granted the Underwriters a 30-day option to purchase up to an additional 1,284,593 shares (the “Option Shares” and, together with the Firm Shares, the “Shares”) of common stock on the same terms and conditions. On June 4, 2020, the Underwriters exercised their option to purchase the Option Shares in full. The sale of the Shares pursuant to the Underwriting Agreement was completed on June 8, 2020. The Company did not receive any proceeds from the sale of the Shares by the Selling Shareholder.
The Underwriting Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, each of the Company and the Selling Shareholder has agreed to indemnify the other and the Underwriters against certain liabilities on customary terms. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The offer and sale of the Shares was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-238879), including the Prospectus contained therein dated June 2, 2020, and a related Prospectus Supplement dated June 3, 2020, each of which is on file with the Securities and Exchange Commission. A copy of the opinion of Baird Holm LLP relating to the legality of the Shares is attached as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit | |||
| 1.1 |
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| 5.1 |
Opinion of Baird Holm LLP regarding the legality of the Shares | |||
| 23.1 |
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| 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 hereunto duly authorized.
| WERNER ENTERPRISES, INC. | ||||||
| Date: June 8, 2020 |
By: |
/s/ John J. Steele | ||||
| John J. Steele | ||||||
| Executive Vice President, Treasurer and Chief Financial Officer | ||||||
| Date: June 8, 2020 |
By: |
/s/ James L. Johnson | ||||
| James L. Johnson | ||||||
| Executive Vice President, Chief Accounting Officer and Corporate Secretary | ||||||