Blackbaud, Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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): January 16, 2007
BLACKBAUD, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 000-50600
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11-2617163 |
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(IRS Employer ID Number) |
2000 Daniel Island Drive, Charleston, South Carolina 29492
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(Address of principal executive offices)
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(Zip Code) |
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Registrant’s telephone number, including area code (843) 216-6200
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Explanatory Note
On January 18, 2007, we filed a Current Report on Form 8-K to report the completion of our
acquisition of Target Software, Inc. and Target Analysis Group, Inc. pursuant to Item 2.01 of Form
8-K. Under parts (a) and (b) of Item 9.01 therein, we stated that we would file the required
financial information by amendment, as permitted by Item 9.01(a)(4) and 9.01(b)(2) to the Form 8-K.
This Current Report on Form 8-K amends our Current Report on Form 8-K filed on January 18, 2007,
in order to provide the required financial information.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The Combined Balance Sheet of Target Software, Inc. and Target Analysis Group, Inc. as of December
31, 2006 and the related Combined Statements of Income, Stockholders’ Equity and Cash Flows
for the year ended December 31, 2006 and the Notes to Financial Statements related thereto
together with the audit report thereon by UHY LLP are included as Exhibit 99.2 and are incorporated
herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet as of December 31, 2006 for
Blackbaud, Inc., the pro forma condensed consolidated statement of
operations for the year ended December 31, 2006 and the notes to the
unaudited pro forma condensed combined financial statements are included as Exhibit 99.3 and are
incorporated herein by reference.
(c) Exhibits
The following exhibits are filed or furnished as part of this report:
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Description of Document |
*2.2
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Stock Purchase Agreement among Target Software, Inc., Target
Analysis Group, Inc., all of the stockholders of Target
Software, Inc. and Target Analysis Group, Inc., Charles L.
Longfield, as Stockholder Representative, and Blackbaud,
Inc., dated as of January 16, 2007. |
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**23.1
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Consent of Independent Registered
Public Accounting Firm. |
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*99.1
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Press release dated January 16, 2007. |
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**99.2
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Audited Combined Financial Statements for Target Analysis
Group, Inc. and Target Software, Inc. as of and for the year
ended December 31, 2006. |
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**99.3
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Unaudited pro forma condensed combined financial information. |
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Previously filed |
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Furnished herewith |
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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.
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BLACKBAUD, INC. |
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Date:
April 2, 2007
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/s/ Timothy V. Williams |
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Timothy V. Williams,
Senior Vice President and Chief Financial Officer |