Item 8.01. Other Events.
On June 21, 2021, SharpSpring, Inc. (the "Company") issued a press release
announcing its entry into an Agreement and Plan of Merger (the "Merger
Agreement") with Constant Contact, Inc., a Delaware corporation ("Parent"), and
Groove Merger Sub, Inc., a Delaware corporation and a direct wholly owned
Subsidiary of Parent ("MergerSub"), and also disseminated communications to its
employees related to the transactions contemplated under Merger Agreement. The
press release and employee communications are attached hereto as Exhibits 99.1
and 99.2, and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No Description
99.1 Press Release dated June 21, 2021
99.2 SharpSpring Employee FAQ
Forward-Looking Statements
This current report on Form 8-K contains "forward-looking statements" as defined
in the U.S. Private Securities Litigation Reform Act of 1995. The reader is
cautioned not to rely on these forward-looking statements, such as statements
regarding the proposed transaction between Constant Contact and SharpSpring, the
expected timetable for completing the transaction, future financial and
operating results, benefits and synergies of the transaction, future
opportunities for the combined company and any other statements about Constant
Contact and Company managements' future expectations, beliefs, goals, plans or
prospects. These statements are based on current expectations of future events,
and these include statements using the words such as "believes," "plans,"
"anticipates," "expects," "estimates" and similar expressions. If underlying
assumptions prove inaccurate or known or unknown risks or uncertainties
materialize, actual results could vary materially from the Company's
expectations. Risks and uncertainties include, but are not limited to: the risk
that the transaction may not be completed in a timely manner or at all, which
may adversely affect the Company's business and the price of its common stock;
the failure to satisfy the conditions to the consummation of the transaction,
including the adoption of the merger agreement by the stockholders of the
Company, and the receipt of certain governmental and regulatory approvals; the
effect of the announcement or pendency of the transaction on the Company's
business relationships, operating results, and business generally; risks that
the proposed transaction disrupts the Company's current plans and operations and
potential difficulties in the Company's employee retention as a result of the
transaction; risks related to diverting management's attention from the
Company's ongoing business operations; and the outcome of any legal proceedings
that may be instituted against the Company or the purchaser related to the
merger agreement or the transaction. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties that the Company's business as described in the "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended December
31, 2021 and in the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021, and other reports the Company files with the SEC. The
Company assumes no obligation to update any forward-looking statements contained
in this document as a result of new information, future events or otherwise.
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those
contemplated in the forward-looking statements. Copies of these filings are
available online at www.sec.gov and https://investors.sharpspring.com/. The
Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise.
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Important Information for Investors
In connection with the proposed transaction, the Company intends to file with
the SEC a proxy statement (the "proxy statement") and mail the proxy statement
to its stockholders. The Proxy Statement will contain important information
about Constant Contact, the Company, the transaction and related matters.
INVESTORS AND SECURITY HOLDERS OF SHARPSPRING ARE URGED TO READ CAREFULLY THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY
RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT SHARPSPRING, THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free copies of the proxy
statement and other documents (when available) that the Company files with the
SEC through the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by the Company will be available free of charge on
the Company's investor relations website at https://investors.sharpspring.com/
or by contacting the Company's Investor Relations Department at
SHSP@gatewayir.com.
No Offer or Solicitation
This communication is neither an offer to buy, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
The directors and executive officers of the Company may be deemed to be
participants in the solicitation of proxies from the stockholders of the Company
in connection with the proposed acquisition. Information regarding the interests
of these directors and executive officers in the transaction described herein
will be included in the proxy statement described above. Additional information
regarding the Company's directors and executive officers is also included in the
Company's definitive proxy statement for its 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 30, 2021. These documents
are available free of charge as described in the preceding paragraph.
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