Item 1.01 Entry into a Material Definitive Agreement.
On February 12, 2014Datawatch Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Canaccord Genuity
Inc. and William Blair & Company, L.L.C., as representatives of the several
underwriters named in Schedule I thereto (collectively, the "Underwriters"),
relating to the public offering (the "Offering") of 1,755,000 shares of the
Company's common stock, $0.01 par value per share (the "Shares"), at a price to
the public of $28.50 per share (the "Offering Price"), less underwriting
discounts. In addition, the Company has granted the Underwriters a 30-day option
to purchase up to an additional 263,250 Shares at the Offering Price to cover
over-allotments, if any. The Company expects the Offering to close on or about
February 19, 2014, subject to the satisfaction of customary closing conditions,
and expects that the net proceeds to the Company from the Offering (excluding
the exercise of the over-allotment option) will be approximately $46.5 million
after deducting the estimated underwriting discounts and estimated offering
expenses payable by the Company. The Underwriting Agreement provides that the
Company will indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933 (the "Act"), as amended, or to
reimburse the Underwriters for payments that the Underwriters may be required to
make because of such liabilities.
The Shares are being offered and sold pursuant to a preliminary prospectus
supplement dated February 10, 2014 and an accompanying base prospectus dated
October 15, 2013, pursuant to the Company's shelf registration statement on
Form S-3 (File No. 333-191425) that was declared effective by the Securities and
Exchange Commission on October 15, 2013, and a registration statement on Form
S-3 (File No. 333-193909) filed with the Commission pursuant to Rule 462(b)
under the Act. The opinion of the Company's counsel regarding the validity of
the Shares to be issued by the Company is filed herewith as Exhibit 5.1.
The foregoing description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated by reference herein. The Underwriting Agreement has
been filed with this report to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual
information about the Company. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties
to such agreement, and may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures
exchanged between the parties in connection with the execution of the
Item 8.01 Other Events.
On February 13, 2014
, the Company issued a press release announcing the pricing
of the Offering. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated as of February 12, 2014, by and among
Datawatch Corporation and Canaccord Genuity Inc. and William Blair &
Company, L.L.C., as representatives of the several underwriters
named in Schedule I thereto.
5.1 Opinion of Choate, Hall & Stewart LLP.
23.1 Consent of Choate, Hall & Stewart LLP (included in Exhibit 5.1).
99.1 Press Release, dated February 13, 2014.