BNFT Benefitfocus

Filed: 27 May 21, 9:15am





Washington, D.C. 20549









Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) May 25, 2021





(Exact name of registrant as specified in its charter)





(State or other jurisdiction of incorporation)


001-36061 46-2346314
(Commission File Number) (IRS Employer Identification No.)


100 Benefitfocus Way, Charleston, South Carolina 29492

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code (843) 849-7476




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 communications 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))


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. ¨


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, $0.001 Par ValueBNFTNasdaq Global Market






Item 8.01Other Events.


As previously disclosed by Benefitfocus, Inc. (the “Company”), on May 3, 2021, a complaint was filed against Matthew Levin, our President and Chief Executive Officer, by his former employer ADP, Inc. (“ADP”), alleging that Mr. Levin’s employment with the Company violates restrictive covenant agreements he previously entered into with ADP. On May 5, 2021, ADP filed an application for a temporary restraining order and preliminary injunction in the United States District Court for the District of New Jersey requesting an injunction from the court barring Mr. Levin’s employment with the Company.


Following a hearing on May 25, 2021, the District Court denied ADP’s application for a temporary restraining order and preliminary injunction. The litigation between ADP and Mr. Levin is ongoing. The Company continues to believe ADP’s claims are without merit and Mr. Levin will continue to vigorously defend himself against these actions.







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 27, 2021/s/ Alpana Wegner
 Alpana Wegner
 Chief Financial Officer