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): July 23, 2020
Viasat, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-21767 | 33-0174996 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (760) 476-2200
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)) |
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) | (Trading Symbol) | (Name of Each Exchange on which Registered) | ||
Common Stock, par value $0.0001 per share | VSAT | The Nasdaq Stock Market LLC |
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. ☐
Item 3.02. | Unregistered Sales of Equity Securities. |
On July 22, 2020, Viasat, Inc. (“Viasat”) entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which Viasat sold an aggregate of 4,474,559 shares of common stock at a purchase price of $39.11 per share for aggregate gross proceeds of approximately $175.0 million (the “Offering”). The Offering closed on July 23, 2020. At closing, Viasat entered into a registration rights agreement with the investors, pursuant to which Viasat has agreed to file a registration statement to register the resale of the shares sold in the Offering.
No underwriter was involved in the Offering. The common stock was offered and sold exclusively to accredited investors, in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. The offer and sale of the common stock was made without any general solicitation or advertising.
Item 7.01. | Regulation FD Disclosure. |
On July 23, 2020, Viasat issued a press release announcing the above transaction, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description of Exhibit | |
99.1 | Press Release dated July 23, 2020 issued by Viasat, Inc. | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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.
VIASAT, INC. | ||||||
Date: July 23, 2020 | By: | /s/ Paul Castor | ||||
Name: | Paul Castor | |||||
Title: | Vice President, Chief Corporate | |||||
Counsel |