UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 3, 2010
BroadSoft, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34777 | 52-2130962 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
incorporation) | Identification No.) |
9737 Washingtonian Boulevard
Suite 350
Gaithersburg, Maryland 20878
Suite 350
Gaithersburg, Maryland 20878
(Address of principal executive offices)
(301) 977-9440
(Registrants telephone number, including area code)
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On December 3, 2010, BroadSoft, Inc. (the Company) issued a press release announcing that
the Company has filed a registration statement on Form S-1 with the Securities and Exchange
Commission (the SEC) for a proposed follow-on public offering of 5,000,000 shares of its common
stock (the Follow-On Offering).
Prior to and in connection with BroadSofts initial public offering (the IPO), all of the
Companys officers and directors and holders of substantially all of the Companys outstanding
stock and substantially all of the Companys option and warrant holders entered into lock-up
agreements with the underwriters of the IPO pursuant to which they
agreed not to offer,
sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise
dispose of any shares of common stock of the Company, or any options or warrants to purchase any
shares of common stock of the Company, or any securities convertible into, exchangeable for or that
represent the right to receive shares of common stock of the Company, whether then owned or
thereafter acquired, for a period of 180 days after June 16, 2010 (the Initial Lock-Up Period),
subject to extension under certain circumstances (the Lock-Up Agreements). The Lock-Up Agreements
provide that if, during the last 17 days of the Initial Lock-Up Period, the Company announces
material news or a material event, the Lock-Up Period will be automatically extended until the
expiration of the 18-day period beginning on the date of the announcement of the material news or
material event. As a result of the announcement that the Company has filed a registration statement
on Form S-1 in connection with the Follow-On Offering, the lock-up period under the Lock-Up
Agreements has automatically been extended through the close of business on December 21, 2010, and
the stockholders subject to the Lock-Up Agreements will be able to sell their shares starting on
December 22, 2010.
In addition, the underwriters of the IPO have granted a partial waiver from the Lock-Up Agreements
with non-management employees of the Company, who will not be eligible to sell shares in the
Follow-On Offering, to allow them to sell an aggregate of up to approximately 130,000 shares of
common stock between December 8, 2010 through December 13, 2010, although shares released from
these Lock-Up Agreements will again be subject to restrictions on sale pursuant to our insider
trading policy beginning December 14, 2010 until the third business day following the public
announcement of our financial results for the fourth quarter of 2010, which we currently expect to
make in early March 2011.
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.
BROADSOFT, INC. |
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Date: December 6, 2010 | By: | /s/ James A. Tholen | ||
Name: | James A. Tholen | |||
Title: | Chief Financial Officer | |||