Business Context and Reporting Period
Company: Paycom Software, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 6, 2015
Event: Entry into Material Definitive Agreements
Key Financial Metrics
This filing does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
On March 6, 2015, the Company entered into the following agreements with Robert Minicucci, Sanjay Swani, and their affiliated entities (who received an in-kind distribution of common stock from Welsh, Carson, Anderson & Stowe X, L.P. and WCAS Capital Partners IV, L.P.):
- Joinder to Registration Rights Agreement (RRA Joinder): Messrs. Minicucci and Swani and their affiliates became Holders under the existing RRA dated December 30, 2013. Their shares are now subject to registration rights.
- Joinders to Amended and Restated Stockholders Agreement: Messrs. Minicucci and Swani and their affiliates became Additional Stockholders under the existing agreement dated March 10, 2014. Their shares are subject to voting provisions regarding the election of board members.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It strictly details the execution of the aforementioned legal agreements.
Investor Verification Checklist
- Verify the specific terms of the Registration Rights Agreement (RRA) and Stockholders Agreement filed as Exhibits 4.3 and 4.2 to the Company's Form S-1 dated March 10, 2014.
- Confirm the number of shares acquired by Messrs. Minicucci and Swani through the in-kind distribution from WCAS X and WCAS Capital IV.
- Review the impact of these new stockholders on the Company's board of director election process.