SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) - July 15, 2003
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THE ULTIMATE SOFTWARE GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-24347 65-0694077
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2000 ULTIMATE WAY, WESTON, FLORIDA 33326
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(Address of principal executive offices) (Zip Code)
(954) 331-7000
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On July 15, 2003, The Ultimate Software Group, Inc. (the "Company")
entered into a Purchase Agreement (the "Purchase Agreement") pursuant to which
it sold 2,200,000 newly issued shares of its common stock, par value $0.01 per
share (the "Common Stock"), to two institutional investors in a private
placement for gross proceeds of approximately $11.7 million. The shares of
Common Stock were sold at $5.30 per share. After deducting commissions and
expenses, the Company received approximately $11.0 million. The Company intends
to use the proceeds for general corporate purposes, including working capital.
In connection with the Purchase Agreement, the Company and the
institutional investors entered into a Registration Rights Agreement (the
"Registration Rights Agreement") and the Company, the institutional investors
and an escrow agent entered into an Escrow Agreement (the "Escrow Agreement").
The foregoing description of the Purchase Agreement, Registration
Rights Agreement and Escrow Agreement is qualified in its entirety by reference
to the full text of the Purchase Agreement, Registration Rights Agreement and
Escrow Agreement, copies of which are filed herewith as Exhibits 99.1, 99.2 and
99.3, respectively, and are incorporated herein by reference.
On July 16, 2003, the Company issued a press release announcing the
foregoing transaction. A copy of the press release is filed herewith as Exhibit
99.4 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
NUMBER DESCRIPTION
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99.1 Securities Purchase Agreement, by and among the Company and the
purchasers named therein, dated July 15, 2003
99.2 Registration Rights Agreement, by and among the Company and the
purchasers named therein, dated July 15, 2003
99.3 Escrow Agreement, by and among the Company, the purchasers named
therein and Feldman Weinstein LLP, dated July 15, 2003
99.4 Press Release, dated July 16, 2003
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 thereunto duly authorized.
THE ULTIMATE SOFTWARE GROUP, INC.
By: /s/ MITCHELL K. DAUERMAN
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Mitchell K. Dauerman
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
Dated: July 16, 2003