Attached files
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| EX-1.1 - KEYW HOLDING CORP | v198358_ex1-1.htm |
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): September 30,
2010
The
KEYW Holding Corporation
(Exact
name of registrant as specified in its charter)
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Maryland
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001-34891
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27-1594952
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1334
Ashton Road, Suite A
Hanover,
MD 21076
(Address
of Principal Executive Offices) (Zip Code)
(443)
270-5300
(Registrant’s
telephone number, including area code)
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:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry into a Material Definitive
Agreement.
Purchase
Agreement
Effective
September 30, 2010, The KEYW Holding Corporation (the “Company”) entered into a
Purchase Agreement (the “Purchase Agreement”) relating to the sale of up to
10,456,000 shares (the “Shares”) of the Company’s common stock, par value $0.001
per share (“Common Stock”) in connection with the Company’s initial public
offering of its Common Stock (the “IPO”) pursuant to the Company’s Registration
Statement on Form S-1 (File No. 333-167608) (the “Registration Statement”).
Of such shares, 8,274,090 shares were offered by the Company, 825,910 shares
were offered by selling stockholders identified in the Registration Statement,
and up to an additional 1,365,000 shares were subject to the underwriters’
option to purchase from the Company, solely to cover over-allotments (the
“Overallotment Option”). Pursuant to the terms of the Purchase
Agreement, the closing of the sale of all 10,456,000 Shares, including all
shares subject to the Overallotment Option, occurred on October 6,
2010.
The
Company sold 9,639,090 shares in the IPO at the purchase price per
share paid of $9.30 (the offering price to the public of $10.00 per share minus
the underwriting discount). The Company received no proceeds from the sale of
shares by the selling stockholders. The Purchase Agreement includes
certain customary representations, warranties and covenants by the Company, and
it provides that the Company will indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, or
contribute to payments the underwriters may be required to make because of any
of those liabilities.
The
foregoing description of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Purchase
Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On
October 6, 2010, in connection with the closing of the IPO, the Company filed an
Amended and Restated Articles of Incorporation (the “Restated Charter”) with the
Maryland State Department of Assessments and Taxation. The Restated
Charter amended and restated the Company’s existing Articles of Incorporation in
its entirety and became effective in connection with the closing of the IPO. The
Amended and Restated Bylaws of the Company (the “Restated Bylaws”) became
effective in connection with the closing of the IPO, which amended and restated
the Company’s existing bylaws in their entirety.
A summary
of the Restated Charter and the Restated Bylaws is described under the caption
“Description of Capital Stock” in the Registration Statement, which summary is
incorporated in this Form 8-K by reference.
The
foregoing descriptions of the Restated Charter and the Restated Bylaws do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Restated Charter and the Restated Bylaws, which are
incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
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Exhibit No.
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Description
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1.1
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Executed
Purchase Agreement dated September 30, 2010, among the Company, certain
selling stockholders and the underwriters named
therein.
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3.1
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Amended
and Restated Certificate of Incorporation of the Company.(1)
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3.2
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Amended
and Restated Bylaws of the Company.
(2)
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(1)
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Incorporated
by reference to Exhibit 3.1 of the Registration Statement, and which is
incorporated by reference herein.
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(2)
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Incorporated
by reference to Exhibit 3.2 of the Registration Statement, and which is
incorporated by reference herein.
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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.
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The
KEYW Holding Corporation
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Date:
October 6, 2010
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By:
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/s/ Leonard E. Moodispaw
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Name:
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Leonard
E. Moodispaw
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Title:
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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1.1
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Executed
Purchase Agreement dated September 30, 2010, among the Company, certain
selling stockholders and the underwriters named
therein.
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3.1
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Amended
and Restated Certificate of Incorporation of the Company.
(1)
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3.2
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Amended
and Restated Bylaws of the Company.
(2)
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(1)
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Incorporated
by reference to Exhibit 3.1 of the Registration Statement, and which is
incorporated by reference herein.
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(2)
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Incorporated
by reference to Exhibit 3.2 of the Registration Statement, and which is
incorporated by reference herein.
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