Item 1.01 Entry into a Material Definitive Agreement.
On
The initial purchase price for the Acquisition consisted of approximately
The Purchase Agreement contains customary representations, warranties, covenants and indemnities by the respective parties. The representations and warranties were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms and may be subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders. The representations and warranties should not be relied on as factual information at the time they were made or otherwise.
The parties filed notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the waiting period under that act has expired.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of
According to the terms of the Purchase Agreement, CBIZ agreed to issue up to
approximately
The shares of common stock to be issued pursuant to the terms of the Purchase Agreement may not be sold, assigned, transferred, pledged, made subject of any hedging transaction, or otherwise disposed of for a period of one year following the date of each issuance of common stock, subject to certain exceptions in the Purchase Agreement.
Additional information pertaining to the issuance of CBIZ shares is contained in Item 1.01 and is incorporated herein by reference.
--------------------------------------------------------------------------------
Item 7.01 Regulation FD Disclosure
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1* Purchase Agreement, datedJanuary 6, 2022 , amongCBIZ, Inc. , CBIZ Acquisition 42, LLC,Marks Paneth LLP and all of the individuals who are equity partners ofMarks Paneth . 99.1CBIZ, Inc. press release datedJanuary 10, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Exhibits and schedules to the Purchase Agreement have been omitted. CBIZ will
furnish supplementally a copy of any omitted exhibit or schedule to the
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements in this release are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Such risks and
uncertainties include, but are not limited to, the impact of COVID-19 on the
Company's business and operations and those of our clients; the Company's
ability to adequately manage and sustain its growth; the Company's dependence on
the current trend of outsourcing business services; the Company's dependence on
the services of its CEO and other key employees; competitive pricing pressures;
general business and economic conditions; the risk that the anticipated benefits
and perceived advantages of the Acquisition may not be achieved; and changes in
governmental regulation and tax laws affecting the Company's insurance business
or its business services operations. A more detailed description of such risks
and uncertainties may be found in the Company's filings with the
--------------------------------------------------------------------------------
© Edgar Online, source