EVOTEC AG ADS 8-K 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event report): December 13, 2013 (December 9, 2013)
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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:
In connection with the Offering described below, which was consummated on the date hereof, on December 10, 2013, Marc E. Becker and Matthew H. Nord resigned from the Board of Directors (the Board) of EVERTEC, Inc. (the Company), subject to and effective upon the consummation of the Offering. Mr. Becker, who was appointed by Apollo, served as Chairman of the Board since April 17, 2012. Mr. Nord, who was appointed by Apollo, served as a director of the Company since April 17, 2012. As a result of the Offering, Apollo no longer owns any shares of the Companys common stock. Following the resignations, the Board consists of seven directors, including the Companys Chief Executive Officer and three independent directors. Mr. Beckers and Mr. Nords resignations are not the result of any dispute or disagreement with the Company or any of its subsidiaries.
On December 9, 2013, the Company issued a press release announcing the commencement of an underwritten public offering of shares of the Companys common stock by an affiliate of Apollo Global Management, LLC (Apollo), Popular, Inc. (Popular), and certain employees of the Company (collectively, the Selling Stockholders) (the Offering) and the Companys concurrent repurchase of $75 million of shares of its common stock from the underwriters (the Repurchase).
On December 10, 2013, the Company issued a press release announcing the sale by the Selling Stockholders of 15,233,273 shares in the Offering and the concurrent Repurchase.
The Offering was consummated on December 13, 2013. The Selling Stockholders received all of the proceeds from the Offering and the Company repurchased its common stock at the price per share paid by the underwriters to purchase the shares from the Selling Stockholders in the Offering. The Company funded the share repurchase with approximately $25 million in cash on hand and approximately $50 million of borrowings under its revolving credit facility. Copies of the press releases are being filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
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.