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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) May 3, 2021





(Exact name of registrant as specified in its charter)





(State or other jurisdiction of incorporation)


001-36061   46-2346314
(Commission File Number)   (IRS Employer Identification No.)


100 Benefitfocus Way, Charleston, South Carolina 29492

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code (843) 849-7476




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))


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. ¨


Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value BNFT Nasdaq Global Market






Item 8.01Other Events.


On May 3, 2021, a complaint was filed against Matthew Levin by his former employer, ADP, Inc. (“ADP”), followed on May 5, 2021 by an application for a temporary restraining order and preliminary injunction in the United States District Court for the District of New Jersey (collectively, the “ADP Complaints”). The ADP Complaints allege that Mr. Levin, the recently appointed President and Chief Executive Officer of Benefitfocus, Inc. (the “Company”), in beginning employment with the Company would be in violation of restrictive covenant agreements he entered into with ADP while he was employed as its Chief Strategy Officer. The ADP Complaints request, among other things, an injunction from the court barring Mr. Levin’s employment with the Company.


The Company believes the claims made in the ADP Complaints are without merit and Mr. Levin intends to vigorously defend himself against these actions and begin his employment with the Company as planned on May 10, 2021.







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.


Date: May 6, 2021    /s/ Alpana Wegner
    Alpana Wegner
Chief Financial Officer