Item 8.01 Other Events.
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.
Exhibit
No. Description of Exhibit
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)
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