Current Report Filing (8-k)
February 16 2018 - 5:21PM
Edgar (US Regulatory)
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): February 15, 2018
Instructure, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37629
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26-3505687
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6330 South 3000 East, Suite 700
Salt Lake City, UT
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84121
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (800)
203-6755
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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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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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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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. ☐
In this report, “Instructure,” “we,” “us” and “our” refer to Instructure,
Inc.
Underwriting Agreement
On February 15, 2018, we entered into an underwriting agreement (the “
Underwriting Agreement
”) with Morgan Stanley & Co.
LLC and Credit Suisse Securities (USA) LLC (collectively, the “
Underwriters
”), relating to the issuance and sale (the “
Offering
”) of 2,500,000 shares of our common stock, par value $0.0001 per share.
The price to the public in the Offering is $39.50 per share, and the Underwriters have agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $38.315 per share. The net proceeds to Instructure from this Offering
are expected to be approximately $95.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The Underwriters have a
30-day
option to
purchase up to an additional 375,000 shares of common stock. All of the shares in the offering are being sold by us.
The Offering
is being made pursuant to our effective registration statement on Form
S-3
(Registration Statement
No. 333-223048),
as previously filed with the Securities and
Exchange Commission and a related prospectus.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary
conditions to closing, indemnification obligations of Instructure and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by
the contracting parties.
The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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Instructure, Inc.
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Dated: February 16, 2018
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By:
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/s/ Matthew A. Kaminer
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Matthew A. Kaminer
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Senior Vice President, General Counsel and Secretary
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