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Material Agreement

Filed Jun 2, 2023 · 3y ago · Accession 0000027996-23-000142

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 DELUXE CORPORATION (Exact name of registrant as specified in its charter) MN 1-7945 41-0216800 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 801 S. Marquette Ave. , Minneapolis , MN 55402-2807 (Address of principal executive offices) (Zip Code) ( 651 ) 483-7111 Registrant's telephone number, including area code 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 communication 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)) 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, par value $1.00 per share DLX NYSE 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. ☐ Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on January 31, 2023, Deluxe Corporation, a Minnesota corporation (the “Company”), through its subsidiary, Deluxe Small Business Sales, Inc., a Minnesota corporation (“Seller”), entered into a Stock and Asset Purchase Agreement (the “Sale Agreement”) with HostPapa, Inc., an Ontario corporation (“Purchaser”), for the sale of all of the outstanding equity interests of certain subsidiaries of Seller and the sale of certain assets, and the assumption of certain liabilities, of Seller and certain of its affiliates related to the Company’s web hosting business. On March 6, 2023, Seller and Purchaser entered into an amendment to the Sale Agreement to extend the outside date to complete the transaction from March 31, 2023 to May 31, 2023. On May 31, 2023, Seller and Purchaser entered into a second amendment to the Sale Agreement to extend the outside date to complete the transaction to June 15, 2023. The transaction is expected to close in June 2023. Cautionary Statement Regarding Forward-Looking Statements Statements made in this Current Report on Form 8-K concerning the expected closing of the transaction are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current intentions, expectations or beliefs and are subject to risks and uncertainties that could cause actual events to vary from those stated. Neither the Company nor management undertakes any obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101) 2 SIGNATURES 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 31, 2023 DELUXE CORPORATION /s/ Jeffrey L. Cotter Jeffrey L. Cotter Senior Vice President, Chief Administrative Officer and General Counsel 3
Filing details
Ticker
DLX
CIK
27996
Form type
8-K
Filing date
Jun 2, 2023
Report date
May 31, 2023
Document
dlx-20230531.htm
Size
170 KB