SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2020
ZoomInfo Technologies Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
|(IRS Employer Identification No.)|
805 Broadway Street, Suite 900, Vancouver, Washington 98660
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 914-1220
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
☐ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of each exchange on which registered|
|Class A common stock, par value $0.01 per share||ZI||The Nasdaq Stock Market LLC|
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 August 19, 2020, ZoomInfo Technologies Inc. (the “Company”) entered into an underwriting agreement with certain selling stockholders (the “Selling Stockholders”) and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC., as representatives of the several underwriters named therein (the “Underwriters”), relating to an offering (the “Secondary Offering”) of 14,938,379 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-248079) at a public offering price of $37.00 per share. The Company did not sell any shares in the Secondary Offering. All of the shares are being sold by the Selling Stockholders, and the Underwriters agreed to purchase the shares from the Selling Stockholders at a price of $35.7975 per share (the public offering price net of underwriting discounts).
The Selling Stockholders have granted the Underwriters a 30-day over-allotment option from the date of the underwriting agreement to purchase up to 2,240,756 additional shares of Class A Common Stock. On August 20, 2020, the Underwriters exercised in full their 30-day over-allotment option to purchase 2,240,756 additional shares of Class A Common Stock.
On August 24, 2020, the Company, the Selling Stockholders and the Underwriters completed the Secondary Offering. The Selling Stockholders received all of the net proceeds from the Secondary Offering.
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.
|ZoomInfo Technologies Inc.|
Date: August 24, 2020
|By:||/s/ Anthony Stark|
|Title:||General Counsel and Corporate Secretary|