On August 11, 2020, Shutterstock, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jonathan Oringer and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), relating to the sale by Mr. Oringer and the Company (the “Offering”) of an aggregate of 2,580,000 shares of the Company’s common stock, par value $0.01 per share, of which 2,064,000 shares were sold by Mr. Oringer and 516,000 shares were sold by the Company. In connection with the Offering, Mr. Oringer has granted the Underwriters a 30-day option to purchase up to 387,000 additional shares of the Company’s common stock from Mr. Oringer. The Offering closed on August 14, 2020 and the Company received net proceeds from the shares it sold, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, of approximately $23.1 million. The Company did not receive any proceeds from the shares sold by Mr. Oringer.
The Offering described in this Current Report on Form 8-K was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-243706), which became effective upon filing with the Securities and Exchange Commission on August 10, 2020, as supplemented by the preliminary prospectus supplement, dated August 10, 2020, and the final prospectus supplement, dated August 11, 2020.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and Mr. Oringer. It also provides for customary indemnification of the Underwriters by each of the Company and Mr. Oringer for certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is attached hereto as Exhibit 1.1.
The legality opinion of Fried, Frank, Harris, Shriver & Jacobson LLP is attached hereto as Exhibit 5.1.
Mr. Oringer is the Company’s founder and Executive Chairman of the Board and the Company’s largest stockholder. Following the Offering, Mr. Oringer beneficially owns and controls approximately 38.8% of the Company’s common stock and would beneficially own and control approximately 37.7% if the underwriters’ option to purchase additional shares were exercised in full.