SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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|Item 8.01|| |
Entry into Underwriting Agreement
On August 25, 2020, Ceridian HCM Holding Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as underwriters (the “Underwriters”) and the selling shareholders named therein (the “Selling Shareholders”), pursuant to which the Selling Shareholders agreed to sell 7,717,347 shares of common stock, par value $0.01 per share, of the Company to the Underwriters at a purchase price of $72.18 per share (the “Offering”). The Offering closed on August 28, 2020. The Company did not sell any shares in the Offering and will not receive any proceeds from the Offering.
The Offering is being made pursuant to a prospectus supplement, dated August 25, 2020, to the prospectus, dated May 21, 2019, included in the Company’s registration statement on Form S-3 (File No. 333-231639), which was initially filed with the Securities and Exchange Commission on May 21, 2019.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares by the Selling Shareholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.
Termination of 10b5-1 Plan
As reported in a current report on Form 8-K filed by the Company on June 18, 2020, David D. Ossip, Chairman and Chief Executive Officer of the Company, adopted a pre-arranged stock trading plan (the “10b5-1 Plan”) in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s policies. Effective August 26, 2020, Mr. Ossip terminated the 10b5-1 Plan. No sales had been made under the 10b5-1 Plan at the time of its termination.
|Item 9.01|| |
Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated as of August 25, 2020, by and among Ceridian HCM Holding Inc., certain selling shareholders and BofA Securities, Inc. and J.P. Morgan Securities LLC.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|CERIDIAN HCM HOLDING INC.|
|Name:||William E. McDonald|
|Title:||Senior Vice President, Deputy General Counsel and Corporate Secretary|
Date: August 28, 2020