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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Benefitfocus Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 13, 2023 |
BNFT / Benefitfocus Inc / Archon Capital Management LLC Passive Investment SC 13G/A 1 d994152913g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Benefitfocus, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 08180D106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 9, 2023 |
BNFT / Benefitfocus Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Benefitfocus Inc. Title of Class of Securities: Common Stock CUSIP Number: 08180D106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36061 BENEFITFOCUS, INC. (Exact name of registrant as specified in its |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. |
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| January 24, 2023 |
Second Amended and Restated Certificate of Incorporation of Benefitfocus, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BENEFITFOCUS, INC. This Second Amended and Restated Certificate of Incorporation (the “Certificate”) of Benefitfocus, Inc., a Delaware corporation (the “Corporation”) is made, entered into and effective as of January 24, 2023, amending and restating in its entirety the Restated Certificate of Incorporation of the Corporation d |
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| January 24, 2023 |
Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 24, 2023 between BENEFITFOCUS, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H : WHEREAS, the Company and the Trustee have heretofore exec |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 S-8 POS 1 d398845ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. 333-192278 Registration No. 333-211904 Registration No. 333-218633 Registration No. 333-233088 Registration No. 333-242356 Registration No. 333-266603 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registra |
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| January 24, 2023 |
Exhibit 99.1 NEWS RELEASE Voya Financial completes acquisition of Benefitfocus NEW YORK and CHARLESTON, South Carolina, Jan. 24, 2023 — Voya Financial, Inc. (NYSE: VOYA), a leading health, wealth and investment company, announced today that it has completed its acquisition of Benefitfocus, Inc., an industry-leading benefits administration technology company that serves employers, health plans and |
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| January 24, 2023 |
Amended and Restated Bylaws of Benefitfocus, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BENEFITFOCUS, INC. ARTICLE I Stockholders Section 1.1 Annual Meetings. An annual meeting of stockholders of the Company (the “Stockholders”) shall be held for the election of directors of the Company at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors (the “Board”) from time to time. A |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 S-8 POS 1 d398845ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. 333-192278 Registration No. 333-211904 Registration No. 333-218633 Registration No. 333-233088 Registration No. 333-242356 Registration No. 333-266603 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registra |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 POS AM 1 d434016dposam.htm POS AM As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. 333-239406 Registration No. 333-229877 Registration No. 333-208801 Registration No. 333-205895 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-239406 Form S-3 Registration Statem |
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| January 24, 2023 |
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) January 24, 2023 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 POSASR 1 d434016dposasr.htm POSASR As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. 333-239406 Registration No. 333-229877 Registration No. 333-208801 Registration No. 333-205895 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-239406 Form S-3 Registration State |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 POS AM 1 d434016dposam.htm POS AM As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. 333-239406 Registration No. 333-229877 Registration No. 333-208801 Registration No. 333-205895 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-239406 Form S-3 Registration Statem |
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| January 20, 2023 |
Benefitfocus Shareholders Approve Merger with Voya Financial Exhibit 99.1 January 20, 2023 Benefitfocus Shareholders Approve Merger with Voya Financial CHARLESTON, S.C., January 20, 2023 (GLOBE NEWSWIRE) – Benefitfocus, Inc. (NASDAQ: BNFT) announced that at a special meeting today, Benefitfocus’s stockholders approved the previously announced merger agreement related to the proposed acquisition of Benefitfocus by Voya Financial, Inc. Subject to the terms an |
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| January 20, 2023 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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) January 20, 2023 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| January 13, 2023 |
DEFA14A 1 d419727ddefa14a.htm DEFA14A 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) January 13, 2023 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) |
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| January 13, 2023 |
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) January 13, 2023 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| December 19, 2022 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION CONFIDENTIAL AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER entered into by and among BENEFITFOCUS, INC., VOYA FINANCIAL, INC. and ORIGAMI SQUIRREL ACQUISITION CORP Dated as of December 19, 2022 TABLE OF CONTENTS Page ARTICLE I Definitions; Interpretation and Construction 1.1. Definitions 2 1.2. Other Terms 20 1.3. Interpretation and Construction 20 ARTICLE |
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| December 19, 2022 |
EX-10.1 Exhibit 10.1 BENEFITFOCUS, INC. THIRD AMENDED AND RESTATED 2012 STOCK PLAN RESTRICTED STOCK AWARD GRANT NOTICE Benefitfocus, Inc. (the “Company”), pursuant to its Third Amended and Restated 2012 Stock Plan (the “Plan”), hereby grants to Participant an award of Restricted Shares of the Company’s Common Stock (“Shares”) as set forth below (“Award”). This Award is subject to all of the terms |
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| December 19, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ? Defi |
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| December 19, 2022 |
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) December 19, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fil |
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| December 19, 2022 |
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) December 19, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fil |
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| December 15, 2022 |
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) December 15, 2022 (December 14, 2022) BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-234 |
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| December 15, 2022 |
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) December 15, 2022 (December 14, 2022) BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-234 |
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| December 6, 2022 |
EX-FILING FEES 2 d422897dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE SCHEDULE 14A (FORM TYPE) BENEFITFOCUS, INC. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TABLE 1: TRANSACTION VALUATION Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to be Paid $500,574,194.47 0.00011020 $55,163.28 Fees Previously Paid — — Total Transaction |
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| December 6, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ? Defi |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Ben |
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| November 7, 2022 |
Benefitfocus Announces Third Quarter 2022 Financial Results Exhibit 99.1 Media Contact: 843-981-8898 [email protected] Investor Relations: Doug Kuckelman 843-790-7460 [email protected] Benefitfocus Announces Third Quarter 2022 Financial Results Charleston, S.C. ? November 7, 2022 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading cloud-based benefits administration technology company that serves employers, health plans and brokers, today announce |
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| November 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 07, 2022 BENEFITFOCUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36061 46-2346314 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 4, 2022 |
DEFA14A 1 d731543ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2022 (November 1, 2022) BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdict |
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| November 4, 2022 |
BNFT / Benefitfocus Inc / BROWN BROTHERS HARRIMAN & CO - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 4 Benefitfocus Inc (Name of Issuer) Common Stock (Title of Class of Securities) 08180D106 (CUSIP Number) (November 3, 2022) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(b) ? Rule 13d-1(c) ? Rule 13d-1( |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2022 (November 1, 2022) BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-234 |
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| November 4, 2022 |
EX-2.1 Exhibit 2.1 Execution Version CONFIDENTIAL AGREEMENT AND PLAN OF MERGER entered into by and among BENEFITFOCUS, INC., VOYA FINANCIAL, INC. and ORIGAMI SQUIRREL ACQUISITION CORP Dated as of November 1, 2022 TABLE OF CONTENTS Page ARTICLE I Definitions; Interpretation and Construction 1.1. Definitions 2 1.2. Other Terms 19 1.3. Interpretation and Construction 19 ARTICLE II Closing; Certificat |
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| November 3, 2022 |
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) November 1, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 6)1 Benefitfocus, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 08180D106 (CUSIP Number) Zac Rosenberg Chie |
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| November 3, 2022 |
Exhibit 10.2 Execution Version SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of November 1, 2022 (this ?Agreement?), among Voya Financial, Inc., a Delaware corporation (?Parent?), Origami Squirrel Acquisition Corp, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (?Merger Sub?), Benefitfocus, Inc., a Delaware corporation, a Delaware corporation (?Company?) and BuildGroup, L |
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| November 3, 2022 |
Exhibit 10.1 BENEFITFOCUS, INC. THIRD AMENDED AND RESTATED 2012 STOCK PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Benefitfocus, Inc. (the ?Company?), pursuant to its Third Amended and Restated 2012 Stock Plan (the ?Plan?), hereby grants to Participant an award of Restricted Stock Units (?Units?) as set forth below (?Award?). This Award is subject to all of the terms and conditions as set forth h |
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| November 3, 2022 |
Exhibit 2.1 Execution Version CONFIDENTIAL AGREEMENT AND PLAN OF MERGER entered into by and among BENEFITFOCUS, INC., VOYA FINANCIAL, INC. and ORIGAMI SQUIRREL ACQUISITION CORP Dated as of November 1, 2022 TABLE OF CONTENTS Page ARTICLE I Definitions; Interpretation and Construction 1.1. Definitions 2 1.2. Other Terms 19 1.3. Interpretation and Construction 19 ARTICLE II Closing; Certificate of Me |
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| November 3, 2022 |
BNFT / Benefitfocus Inc / BuildGroup Management, LLC - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 BENEFITFOCUS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 08180D106 (CUSIP Number) Lanham Napier with a copy to: c/o BuildGroup LLC Christopher Forrester, Esq. 3500 Jefferson Street, Suite 303 Shearman & Sterling L |
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| November 3, 2022 |
Exhibit 10.3 Execution Version SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of November 1, 2022 (this ?Agreement?), among Voya Financial, Inc., a Delaware corporation (?Parent?), Origami Squirrel Acquisition Corp, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (?Merger Sub?), Benefitfocus, Inc., a Delaware corporation, a Delaware corporation (?Company?) and Indaba Capita |
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| November 3, 2022 |
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) November 1, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| November 2, 2022 |
EX-99.1 Exhibit 99.1 NEWS RELEASE Voya Financial to acquire Benefitfocus, Inc. • Acquisition accelerates Voya’s strategy in health and wealth solutions, adding broad-based benefits administration capabilities that extend its reach across workplace benefits and savings. • Benefitfocus presents a strong foundation for customer-centered growth, with Voya’s technology resources, digital capabilities, |
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| November 2, 2022 |
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) November 1, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| November 2, 2022 |
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) November 1, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| August 18, 2022 |
Exhibit 99.1 Benefitfocus Announces Successful Completion of $140 Million New Senior Secured Credit Facility Extends Maturity Profile and Reinforces Liquidity Position CHARLESTON, S.C., Aug. 18, 2022 (GLOBE NEWSWIRE) ? Benefitfocus Inc. (NASDAQ: BNFT) (?Benefitfocus? or the ?Company?), an industry-leading cloud-based benefits administration technology company that simplifies benefits administratio |
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| August 18, 2022 |
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) August 17, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| August 18, 2022 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of August 17, 2022 among BENEFITFOCUS, INC. BENEFITFOCUS.COM, INC. BENEFITSTORE, LLC as the Borrowers, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC and REGIONS BANK, as Joint Lead Arrangers JPMORGAN CHASE BANK, N.A., as Sole Bookrunner TABLE OF CONTENT |
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| August 5, 2022 |
EX-FILING FEES 4 d344533dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Benefitfocus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price(3) Fee Ra |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefitf |
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| August 5, 2022 |
As filed with the Securities and Exchange Commission on August 5, 2022 As filed with the Securities and Exchange Commission on August 5, 2022 Registration Statement No. |
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| August 3, 2022 |
Exhibit 99.1 Media Contact: 843-981-8898 [email protected] Investor Relations: Doug Kuckelman 843-790-7460 [email protected] Benefitfocus Announces Second Quarter 2022 Financial Results Delivered on Second Quarter Financial Commitments Executing on Transformational Plan to Return to Sustainable Growth Charleston, S.C. ? August 3, 2022 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading cl |
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| August 3, 2022 |
Q2 2022 Earnings Presentation August 3, 2022 Exhibit 99.2 Disclaimer Safe Harbor Except for historical information, all of the statements, expectations, and assumptions contained in this presentation are forward-looking statements. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ ma |
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| August 3, 2022 |
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) August 3, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| June 13, 2022 |
Benefitfocus, Inc. Third Amended and Restated 2012 Stock Plan. Exhibit 10.1 BENEFITFOCUS, INC. THIRD AMENDED AND RESTATED 2012 STOCK PLAN Third Amended and Restated 2012 Stock Plan Approved by the Board and Stockholders on May 2, 2022 and June 9, 2022, respectively 1. Purpose. This Third Amended and Restated 2012 Stock Plan, as amended (the ?Plan?) is intended to provide incentives: (a) to employees of Benefitfocus, Inc., a Delaware corporation (the ?Company? |
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| June 13, 2022 |
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) June 9, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Num |
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| May 10, 2022 |
© 2022 Benefitfocus.com, Inc. 2 Exhibit 99.2 Investor and Analyst Day May 10, 2022 ? 2022 Benefitfocus.com, Inc. 1 ? 2022 Benefitfocus.com, Inc. 2 Welcome Doug Kuckelman, VP Investor Relations Vision & Return to Profitable Growth Matt Levin, President & CEO Product Enhancements & Strategy Tina Provancal, Chief Product Officer Break Service Excellence Sue Leary, Chief Customer Officer Sales & Marketing Craig Maloney, Chief Commer |
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| May 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 10, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Num |
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| May 10, 2022 |
Exhibit 99.1 Benefitfocus, Inc. Ana Perez 843-981-8898 [email protected] Investor Relations: Doug Kuckelman 843-790-7460 [email protected] Benefitfocus Hosts Investor Day and Provides an Update on Progress Against its Transformational Strategy Company to host Investor Day in New York City today Will provide further details on strategy to drive growth by year end 2022 Will present o |
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| May 9, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549? SCHEDULE 14A (RULE 14a-101)? SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefit |
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| May 3, 2022 |
Q1 2022 Earnings Presentation May 3, 2022 Exhibit 99.2 Disclaimer Safe Harbor Except for historical information, all of the statements, expectations, and assumptions contained in this presentation are forward-looking statements. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ mater |
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| May 3, 2022 |
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 3, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Numb |
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| May 3, 2022 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Doug Kuckelman 843-790-7460 [email protected] Benefitfocus Announces First Quarter 2022 Financial Results Delivered Revenue and Adjusted EBITDA in Excess of Guidance Ranges Executing on Strategic Plan to Return to Sustainable Growth Charleston, S.C. ? May 3, 2022 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry- |
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| May 2, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission |
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| April 5, 2022 |
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) April 4, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Nu |
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| April 5, 2022 |
Exhibit 99.1 Benefitfocus Announces Appointment of New Director to its Board Enters into Cooperation Agreement with Indaba Capital Management CHARLESTON, S.C., ? April 4, 2022 ? Benefitfocus, Inc. (NASDAQ: BNFT) (?Benefitfocus? or the ?Company?), today announced that it has entered into a cooperation agreement with Indaba Capital Management, L.P. (?Indaba?), which owns approximately 11.8% of the C |
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| April 5, 2022 |
EX-10.1 2 d311836dex101.htm EX-10.1 Exhibit 10.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), effective as of April 4, 2022 (the “Effective Date”), is entered into by and between Benefitfocus, Inc., a Delaware corporation (the “Company”), and Indaba Capital Management, L.P. (“Indaba”). Indaba and each of its Affiliates (as defined below) are collectively r |
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| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 5)1 Benefitfocus, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 08180D106 (CUSIP Number) William Wetmore Ch |
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| March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 4)1 Benefitfocus, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 08180D106 (CUSIP Number) William Wetmore Ch |
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| March 4, 2022 |
Form of Independent Director Compensation Agreement. Exhibit 10.26 INDEPENDENT DIRECTOR COMPENSATION AGREEMENT This Independent Director Compensation Agreement (this ?Agreement?) is entered into as of , by and between Benefitfocus, Inc., a Delaware corporation (the ?Company?), and (the ?Director?). Statement of Purpose WHEREAS the Company desires to retain and attract as directors the most capable persons available to serve on its Board of Directors |
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| March 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36061 Benefitfocus, |
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| March 4, 2022 |
Exhibit 10.7 Portions of this exhibit marked [*] have been excluded from this exhibit because such information is both not material and is the type that the registrant treats as private or confidential. MASTER BUSINESS AGREEMENT BETWEEN AETNA LIFE INSURANCE COMPANY AND BENEFITFOCUS.COM, INC. This Master Business Agreement (this ?MBA?) is entered into this day of November 28, 2006 (the ?MBA Effecti |
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| March 4, 2022 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The authorized capital stock of Benefitfocus, Inc. consists of 95,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. The following description summarizes the material terms of our capital stock. |
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| March 4, 2022 |
Exhibit 10.20.2 BENEFITFOCUS.COM, INC. AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made and entered into this 28th day of February 2022, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as ?Benefitfocus?) and Alpana Wegner (hereinafter referred to |
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| March 4, 2022 |
List of Subsidiaries of Registrant. Exhibit 21.1 Benefitfocus, Inc., A Delaware corporation List of subsidiaries ? Benefitfocus.com, Inc., a South Carolina corporation ? BenefitStore, Inc., a South Carolina corporation ? Tango Health, Inc., a Delaware corporation |
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| March 1, 2022 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Doug Kuckelman 843-790-7460 [email protected] Benefitfocus Announces Fourth Quarter and Full Year 2021 Financial Results Exceeded high end of the Revenue guidance range Delivered Record Adjusted EBITDA for the full year 2021 Completed Strongest Ever Open Enrollment Season with Record Customer Satisfaction Rating |
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| March 1, 2022 |
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) March 1, 2022 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Nu |
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| March 1, 2022 |
Q4 Earnings Presentation March 1, 2022 Exhibit 99.2 Disclaimer Safe Harbor Except for historical information, all of the statements, expectations, and assumptions contained in this presentation are forward-looking statements. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ material |
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| February 14, 2022 |
BNFT / Benefitfocus Inc / Archon Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
BNFT / Benefitfocus Inc / ArrowMark Colorado Holdings LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2022 |
BNFT / Benefitfocus Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Benefitfocus Inc. Title of Class of Securities: Common Stock CUSIP Number: 08180D106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R |
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| February 2, 2022 |
BNFT / Benefitfocus Inc / BROWN BROTHERS HARRIMAN & CO - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 3 Benefitfocus Inc (Name of Issuer) Common Stock (Title of Class of Securities) 08180D106 (CUSIP Number) (February 1, 2022) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1( |
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| November 17, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: 843-981-8899 [email protected] Benefitfocus Acquires Tango Health, Expanding ACA Compliance and Reporting Capabilities for Employers Industry-leading solution to strengthen Benefitfocus? benefits administration services, helping to deliver an exceptional, end-to-end customer experience. Charleston, S.C., Nov. 17 |
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| November 17, 2021 |
Financial Statements and Exhibits, Other Events 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) November 17, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fil |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Ben |
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| November 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) November 3, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| November 3, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces Third Quarter 2021 Financial Results Delivers on third quarter financial commitments Focused on providing service excellence to deliver enhanced stakeholder value Charleston, S.C. ? November 3, 2021 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry |
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| November 1, 2021 |
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) October 29, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| November 1, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: 843-981-8899 [email protected] Benefitfocus Names James Bradley Wilson to Board of Directors Accomplished executive brings diverse leadership skills and extensive health care industry expertise Charleston, S.C. ? November 1, 2021 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits technology platfo |
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| September 15, 2021 |
Financial Statements and Exhibits, Other Events 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) September 14, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fi |
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| September 15, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] BENEFITFOCUS ENTERS INTO PURCHASE AGREEMENTS WITH CERTAIN 1.25 PERCENT CONVERTIBLE NOTEHOLDERS De-levers balance sheet and improves capital structure Charleston, S.C. ? September 15, 2021 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits technology platf |
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| September 15, 2021 |
Exhibit 99.2 PURCHASE AGREEMENT The investor party hereto (the ?Undersigned?), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (?Accounts?) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is selling Existing Notes (as defined below) hereunder, a ?Holder?), enters into this Purchase Agreement (the ?Agre |
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| August 13, 2021 |
BNFT / Benefitfocus Inc / Archon Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefitf |
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| August 3, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces Second Quarter 2021 Financial Results Delivers on second quarter financial commitments Raising bar towards industry leadership in service excellence Charleston, S.C. ? August 3, 2021 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefit |
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| August 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) August 3, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| July 30, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: 843-981-8899 [email protected] Benefitfocus Names John Park to Board of Directors Accomplished executive brings significant public company, financial and operations expertise Charleston, S.C. ? July 29, 2021 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits technology platform that simplifies ben |
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| July 30, 2021 |
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 28, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Nu |
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| July 1, 2021 |
Certificate of Amendment of Restated Certificate of Incorporation of Benefitfocus, Inc., as amended. EX-3.1 2 d158212dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF BENEFITFOCUS, INC., AS AMENDED (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Benefitfocus, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify |
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| July 1, 2021 |
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) June 30, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Nu |
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| July 1, 2021 |
Second Amended and Restated Bylaws of Benefitfocus, Inc. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF BENEFITFOCUS, INC. Adopted by the Board of Directors on June 30, 2021 I. OFFICES 1.1 Registered Office The registered office of BENEFITFOCUS, INC. (the ?Corporation?), in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Compa |
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| May 27, 2021 |
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 25, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Num |
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| May 17, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 6, 2021 |
Quarterly Report - BNFT 10-Q 2021 Q1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefit |
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| May 6, 2021 |
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION?MAY 6, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. |
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| May 6, 2021 |
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 3, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Numb |
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| May 5, 2021 |
Exhibit 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made and entered into this 3rd day of May, 2021 (the ?Effective Date?) by and between Stephen Swad (hereinafter ?Associate?), and Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492 (hereinafter referred to as ?Benefitfoc |
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| May 5, 2021 |
Employment Agreement, dated April 29, 2021, by and between Benefitfocus.com. and Matthew Levin. Exhibit 10.1 BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into this 29th day of April, 2021, by and between Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492 (hereinafter referred to as ?Benefitfocus? or the ?Company?, and being wholly owned by Benefitfocus, Inc. (the ?Parent C |
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| May 5, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] FOR IMMEDIATE RELEASE Benefitfocus Appoints Proven Industry Leader Matthew Levin as New CEO to Further Advance Growth Strategy Reiterates Full Year Guidance Charleston, S.C., May 4, 2021 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits technology platfo |
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| May 5, 2021 |
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) April 29, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| May 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 4, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Numb |
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| May 4, 2021 |
EX-99.1 2 bnft-ex99121.htm EX-99.1 Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces First Quarter 2021 Financial Results Exceeds all first quarter guidance metrics Strengthened board independence, diversity and corporate governance Charleston, S.C. – May 4, 2021 – Benefitfocus, Inc. (NASDAQ: BNF |
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| May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 16, 2021 |
Exhibit 99.1 Indaba Capital Nominates Two Highly-Qualified Candidates for Election to the Board of Directors of Benefitfocus Issues Letter Detailing the Need for Meaningful, Shareholder-Driven Change in the Boardroom Introduces Two Strong Director Candidates Who Are Committed to Bringing Fresh Perspectives and Open Minds to the Board Lays Out the Current Board’s History of Presiding Over Hundreds |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Benefitfocus, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 08180D106 (CUSIP Number) Joan Jiang Chief C |
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| March 16, 2021 |
JOINT FILING AND SOLICITATION AGREEMENT EX-99.3 4 ex993to13da310123012031621.htm EXHIBIT 99.3 - JOINT AND FILING SOLICITATION AGREEMENT Exhibit 99.3 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Benefitfocus, Inc., a Delaware corporation (the “Company”); WHEREAS, Indaba Capital Fund, L.P., a Cayman Islands exempted limited partnership, Indaba Partners, LLC, a Delaw |
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| March 16, 2021 |
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) March 15, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| March 16, 2021 |
Indaba Capital Management, L.P. One Letterman Drive, Building D, Suite DM700 San Francisco, CA 94129 EX-99.2 3 ex992to13da310123012031621.htm EXHIBIT 99.2 - FORM OF INDEMNIFICATION AGREEMENT Exhibit 99.2 Indaba Capital Management, L.P. One Letterman Drive, Building D, Suite DM700 San Francisco, CA 94129 March , 2021 Re: Benefitfocus, Inc. Dear : Thank you for agreeing to serve as a nominee for election to the Board of Directors of Benefitfocus, Inc. (the “Company”) in connection with the proxy so |
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| March 16, 2021 |
EX-99.4 5 ex994to13da310123012031621.htm EXHIBIT 99.4 - FORM OF POWER OF ATTORNEY Exhibit 99.4 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Derek C. Schrier and Alex Lerner, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or partic |
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| March 16, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: 843-981-8899 [email protected] Benefitfocus Names Coretha Rushing to Board of Directors Former CHRO and SHRM chairman brings invaluable industry expertise to board Charleston, S.C. ? March 16, 2021 ? Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits technology platform that simplifies benefits admi |
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| March 10, 2021 |
Annual Report - BNFT 2020 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36061 Benefitfocus, |
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| March 10, 2021 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The authorized capital stock of Benefitfocus, Inc. consists of 50,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. The following description summarizes the material terms of our capital stock. |
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| March 10, 2021 |
List of Subsidiaries of Registrant. EX-21.1 3 bnft-ex2118.htm EX-21.1 Exhibit 21.1 Benefitfocus, Inc., A Delaware corporation List of subsidiaries • Benefitfocus.com, Inc. • BenefitStore, Inc. |
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| March 8, 2021 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces Fourth Quarter and Full Year 2020 Financial Results Delivers record Q4 adjusted EBITDA of $20.2 million, GAAP EPS of $0.04 and non-GAAP EPS of $0.18 Executing on clear priorities to drive growth and operating leverage Charleston, S.C. – March 8, 2 |
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| March 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) March 8, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Nu |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Benefitfocus, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 08180D106 (CUSIP Number) Joan Jiang Chief Compliance Officer Indaba Capital Management, L.P. One Letterman Drive, Building D, Suite DM 700 San Fra |
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| February 11, 2021 |
Indaba Capital Management LP One Letterman Drive Building D, Suite 700 The Presidio of San Francisco San Francisco, CA 94129 t 415. |
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| February 11, 2021 |
Benefitfocus Reaffirms Value-Creating Strategy EX-99.1 Exhibit 99.1 Benefitfocus Reaffirms Value-Creating Strategy Charleston, S.C. – February 11, 2021 – Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits technology platform that simplifies benefits administration for employers, health plans and brokers, today issued the following statement in response to the press release issued by Indaba Capital Management, L.P. a debtholder and |
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| February 11, 2021 |
Financial Statements and Exhibits, Other Events 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) February 11, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fil |
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| February 11, 2021 |
Indaba Capital Management LP One Letterman Drive Building D, Suite 700 The Presidio of San Francisco San Francisco, CA 94129 t 415. |
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| February 11, 2021 |
Indaba Capital Management LP One Letterman Drive Building D, Suite 700 The Presidio of San Francisco San Francisco, CA 94129 t 415. |
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| February 10, 2021 |
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) February 9, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Benefitfocus Inc. Title of Class of Securities: Common Stock CUSIP Number: 08180D106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R |
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| February 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 2 Benefitfocus Inc (Name of Issuer) Common Stock (Title of Class of Securities) 08180D106 (CUSIP Number) (February 14, 2021) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1 |
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| February 1, 2021 |
EX-10.1 2 d102328dex101.htm EX-10.1 Exhibit 10.1 AMENDED AND RESTATED CO-SALE AND VOTING AGREEMENT THIS AMENDED AND RESTATED CO-SALE AND VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 26th day of January 2021, by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), BuildGroup LLC, a Delaware limited liability company (“BuildGroup”), and Mason R. Holland, Jr |
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| February 1, 2021 |
EX-99.1 Exhibit 99.1 Benefitfocus Provides Corporate Update and Announces Governance Enhancements Company advances its strategic plan following successful open enrollment period Independent chairman named, new independent director appointed, and steps underway to declassify its board of directors CHARLESTON, S.C., January 26, 2021 – Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits t |
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| February 1, 2021 |
EX-10.2 Exhibit 10.2 ADVISORY AND BOARD OBSERVATION AGREEMENT This ADVISORY AND BOARD OBSERVATION AGREEMENT (this “Agreement”) is made by and between Benefitfocus, Inc., a Delaware corporation (the “Company”), Benefitfocus.com, Inc., a South Carolina corporation (the “Employer”), and Mason R. Holland, Jr., an individual resident of Charleston, South Carolina (the “Executive”), as of the 26th day o |
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| February 1, 2021 |
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) January 26, 2021 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| January 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Benefitfocus, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 08180D106 (CUSIP Number) Joan Jiang Chief Compliance Officer Indaba Capital Management, L.P. One Letterman Drive, Building D, Suite DM 700 San Fra |
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| December 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Benefitfocus, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 08180D106 (CUSIP Number) Joan Jiang Chief Compliance Officer Indaba Capital Management, L.P. One Letterman Drive, Building D, Suite DM 700 San Fran |
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| November 10, 2020 |
Benefitfocus Investor Presentation Third Quarter 2020 Exhibit 99.1 Safe Harbor Except for historical information, all of the statements, expectations, and assumptions contained in this presentation are forward-looking statements. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ mate |
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| November 10, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 2020 Q3 INVESTOR DECK 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) November 10, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fil |
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| November 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Ben |
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| November 5, 2020 |
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) November 5, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| November 5, 2020 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces Third Quarter 2020 Financial Results Exceeds high end of revenue and adjusted EBITDA guidance Outlines priorities to unlock shareholder value Charleston, S.C. – November 5, 2020 – Benefitfocus, Inc. (NASDAQ: BNFT), an industry-leading benefits tec |
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| September 30, 2020 |
EX-10.1 2 d18612dex101.htm EX-10.1 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this 29th day of September, 2020 (the “Effective Date”) by and between James Restivo, a citizen and resident of South Carolina (hereinafter “Executive”), and Benefitfocus, Inc., a Delaware corporation, together with its subsidiaries and a |
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| September 30, 2020 |
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) September 24, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fi |
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| September 30, 2020 |
EX-99.1 3 d18612dex991.htm EX-99.1 Exhibit 99.1 Benefitfocus Appoints Ravi Metta as Executive Vice President, Product and Engineering Experienced customer-focused technologist brings product innovation and platform transformation expertise to build on company’s strong technical foundation Charleston, S.C. – September 24, 2020 – Benefitfocus, Inc. (NASDAQ: BNFT), a leading cloud-based benefits tech |
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| September 15, 2020 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Names Barry Libert to Board of Directors Platform and AI expert brings experience in digital business transformation Charleston, S.C. – September 15, 2020 – Benefitfocus, Inc. (NASDAQ: BNFT), a leading cloud-based benefits technology platform enabling rapid |
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| September 15, 2020 |
Financial Statements and Exhibits - 8-K BOARD MEMBER 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) September 10, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fi |
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| August 26, 2020 |
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) August 21, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| August 26, 2020 |
EX-10.1 Exhibit 10.1 BENEFITFOCUS.COM, INC. FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 25th day of August 2020, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492 (hereinafter referred to as “Benefitfocus”), and Stephen Swad (hereinaft |
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| August 26, 2020 |
EX-10.3 4 d67512dex103.htm EX-10.3 Exhibit 10.3 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this 24th day of August, 2020 (the “Effective Date”) by and between Raymond A. August, a citizen and resident of South Carolina (hereinafter “Executive”), and Benefitfocus, Inc., a Delaware corporation, together with its subsidiaries, inc |
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| August 26, 2020 |
Benefitfocus Appoints New CEO and CFO to Drive Next Phase of Growth EX-99.1 Exhibit 99.1 Benefitfocus Appoints New CEO and CFO to Drive Next Phase of Growth • Stephen Swad named president and chief executive officer • Alpana Wegner appointed chief financial officer • Company reaffirms financial guidance Charleston, S.C. – August 24, 2020 – Benefitfocus, Inc. (NASDAQ: BNFT) announces that Stephen Swad, the company’s chief financial officer, is named president and c |
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| August 26, 2020 |
Employment Agreement, dated August 25, 2020, by and between Benefitfocus.com and Alpana Wegner. EX-10.2 3 d67512dex102.htm EX-10.2 Exhibit 10.2 BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”), is made and entered into this 25th day of August, 2020, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as “Benefitfocus”) and Alpana Wegner whose present address is: 253 |
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| August 12, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K INVESTOR DECK 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) August 12, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| August 12, 2020 |
Benefitfocus Investor Presentation Q2 2020 Exhibit 99.1 Safe Harbor Except for historical information, all of the statements, expectations, and assumptions contained in this presentation are forward-looking statements. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially incl |
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| August 7, 2020 |
S-8 As filed with the Securities and Exchange Commission on August 7, 2020 Registration Statement No. |
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| August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefitf |
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| August 5, 2020 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces Second Quarter 2020 Financial Results Financial performance exceeded high end of revenue and adjusted EBITDA guidance Strong execution and continued innovation positions company for long-term growth and value creation Charleston, S.C. – August 5, |
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| August 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) August 5, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| July 1, 2020 |
The date of this prospectus is July 1, 2020. 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-239406 Prospectus 7,177,966 Shares of Common stock This prospectus relates to resales from time to time of up to 7,177,966 shares of our common stock that are issuable upon the conversion of our Series A Convertible Preferred Stock (the “Preferred Stock”) that we issued to BuildGroup LLC, or BuildGroup, in connection wit |
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| June 29, 2020 |
CORRESP BENEFITFOCUS, INC. 100 Benefitfocus Way Charleston, SC 29492 June 29, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Crispino Jan Woo Division of Corporation Finance Office of Technology Re: Acceleration Request Benefitfocus, Inc. Registration Statement on Form S-3 Filed June 24, 2 |
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| June 24, 2020 |
S-3 Table of Contents As filed with the Securities and Exchange Commission on June 24, 2020 Registration Statement No. |
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| June 12, 2020 |
8-K 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) June 11, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fil |
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| June 12, 2020 |
Benefitfocus, Inc. Second Amended and Restated Stock Plan, as amended. EX-10.24.1 2 d941174dex10241.htm EX-10.24.1 Exhibit 10.24.1 BENEFITFOCUS, INC. SECOND AMENDED AND RESTATED 2012 STOCK PLAN, AS AMENDED Second Amended and Restated 2012 Stock Plan Approved by the Board and Stockholders on April 15, 2019 and May 31, 2019, respectively Amendment to Second Amended and Restated 2012 Stock Plan Approved by the Board and Stockholders on April 13, 2020 and June 11, 2020, |
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| June 10, 2020 |
BNFT / Benefitfocus, Inc. / BuildGroup Management, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. )* Under the Securities Exchange Act of 1934 BENEFITFOCUS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 08180D106 (CUSIP Number) Kenneth Herz with a copy to: c/o BuildGroup LLC Christopher Forrester, Esq. 3500 Jefferson Street, Suite 303 Shearman & Sterling LLP |
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| June 8, 2020 |
EX-10.2 4 d938676dex102.htm EX-10.2 Exhibit 10.2 CO-SALE AND VOTING AGREEMENT THIS CO-SALE AND VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of June, 2020, by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), BuildGroup LLC, a Delaware limited liability company (“BuildGroup”), and Mason R. Holland, Jr. (“Holland” and, together with BuildGroup, t |
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| June 8, 2020 |
EX-10.1 3 d938676dex101.htm EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 4, 2020, by and between Benefitfocus, Inc., a Delaware corporation (the “Company”), and BuildGroup LLC (the “Buyer”). RECITALS A. Upon the terms and subject to the conditions of the Purchase Agreement (as defined below), the Company has agreed to issue t |
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| June 8, 2020 |
EX-99.1 Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces Closing of $80 Million Investment by BuildGroup LLC Investment Bolsters Balance Sheet and Accelerates Transformation of Industry-Leading, AI-driven Benefits Platform Charleston, S.C. – June 8, 2020 – Benefitfocus, Inc. (NASDAQ: BNFT), the |
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| June 8, 2020 |
EX-3.1 2 d938676dex31.htm EX-3.1 Exhibit 3.1 Benefitfocus, Inc. Certificate of Designations Series A Convertible Preferred Stock On May 21, 2020, the Board of Directors of Benefitfocus, Inc., a Delaware corporation (the “Company”), adopted the following resolution designating and creating, out of the authorized and unissued shares of preferred stock of the Company, one million seven hundred sevent |
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| June 8, 2020 |
8-K 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) June 4, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| May 29, 2020 |
definitive additional materials DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| May 26, 2020 |
EX-10.2 3 d930707dex102.htm EX-10.2 Exhibit 10.2 CONSENT This Consent (this “Consent”) is made effective as of May 22, 2020 (the “Consent Effective Date”), by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with the Paren |
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| May 26, 2020 |
EX-10.1 Exhibit 10.1 Execution Version PREFERRED STOCK PURCHASE AGREEMENT This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), is dated and entered into as of May 22, 2020 by and between Benefitfocus, Inc., a Delaware corporation (the “Company”), and BuildGroup LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined |
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| May 26, 2020 |
8-K 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 22, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) 001-36061 Delaware 46-2346314 (Commission File Number) (State or other jurisdiction of incorp |
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| May 26, 2020 |
EX-99.1 4 d930707dex991.htm EX-99.1 Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces $80 Million Investment by BuildGroup LLC Bolsters the Company’s Balance Sheet to Facilitate the Accelerated Transformation of Benefitfocus’ Industry-Leading, AI-driven Platform Charleston, S.C. – May 26, 2020 – |
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| May 8, 2020 |
EX-10.16.6 3 bnft-ex10166124.htm EX-10.16.6 EXECUTION COPY Exhibit 10.16.6 SIXTH Amendment Agreement This Sixth Amendment Agreement (this “Amendment”) is entered into this 26th day of April 2017, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“Be |
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| May 8, 2020 |
Exhibit 10.28 BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”), is made and entered into this 1st day of January 2020, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as “Benefitfocus”) and Annmarie Fini whose present address is: 808 Beckon Street, Charleston, SC (here |
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| May 8, 2020 |
EX-10.16.8 5 bnft-ex10168123.htm EX-10.16.8 Exhibit 10.16.8 EIGHTH Amendment Agreement This Eighth Amendment Agreement (this “Amendment”) is entered into this 19th day of December 2018, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore |
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| May 8, 2020 |
Exhibit 10.26 EXECUTION COPY SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT dated as of March 3, 2020, among BENEFITFOCUS, INC. BENEFITFOCUS.COM, INC. BENEFITSTORE, INC. jointly and severally, individually and collectively, as the Borrowers, The Several Lenders from Time to Time PartY Hereto, and SILICON VALLEY BANK, as Administrative Agent, Issuing Lender and Swingline Lender Table of |
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| May 8, 2020 |
EXECUTION COPY Exhibit 10.16.4 FOURTH Amendment Agreement This Fourth Amendment Agreement (this “Amendment”) is entered into this 28th day of October, 2016, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with the Pare |
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| May 8, 2020 |
Quarterly Report - 10-Q 2020 Q1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefit |
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| May 8, 2020 |
EX-10.16.7 4 bnft-ex10167122.htm EX-10.16.7 EXECUTION VERSION Exhibit 10.16.7 SEVENTH Amendment Agreement This Seventh Amendment Agreement (this “Amendment”) is entered into this 29th day of March 2018, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporati |
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| May 8, 2020 |
Exhibit 10.27 Execution Version Guarantee and Collateral Agreement Dated as of March 3, 2020, made by BENEFITFOCUS, INC. BENEFITFOCUS.COM, INC. BENEFITSTORE, INC. and the other Grantors that may become party hereto, in favor of SILICON VALLEY BANK, as Administrative Agent Table of Contents Page SECTION 1. DEFINED TERMS................................................................................ |
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| May 6, 2020 |
EX-99.1 2 bnft-ex9918.htm EX-99.1 Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Patti Leahy 843-981-8899 [email protected] Benefitfocus Announces First Quarter 2020 Financial Results Industry leading, AI-driven benefits platform accelerates innovation and actions to expand gross margins and operating margins Charleston, S.C. – May 6, 2020 – Benefitfocus, In |
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| May 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 6, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Numb |
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| April 29, 2020 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| April 29, 2020 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| April 28, 2020 |
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) April 28, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| April 28, 2020 |
EX-99.1 2 bnft-ex9919.htm EX-99.1 Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Michael Bauer 843-981-8899 [email protected] Benefitfocus Details Comprehensive Actions to Proactively Manage Impact of COVID-19 Pandemic Provides Preliminary First Quarter 2020 Results, Updates Full-Year 2020 Revenue, EBITDA and Free Cash Flow Guidance Charleston, S.C. – April |
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| April 9, 2020 |
BNFT / Benefitfocus, Inc. / BAMCO INC /NY/ - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Benefitfocus, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 08180D106 (CUSIP Number) March 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| March 19, 2020 |
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) March 13, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| March 19, 2020 |
Exhibit 10.26 AMENDMENT TO LEASES This Amendment to Leases (the “Amendment”) is made and entered into as of March 13, 2020, by and between Daniel Island Executive Center, LLC and DIEC II, LLC (herein “Lessors”) and Benefitfocus.com, Inc. (herein “Lessee”). The Lessors and Lessee may be referred to herein collectively as the “Parties” and either one of them may be referred to herein as a “Party”. W |
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| March 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefitfocus |
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| March 5, 2020 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of undesignated preferred stock, par value $0.001 per share. The following description summarizes the material terms of our capital stock. Because |
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| March 5, 2020 |
List of Subsidiaries of Registrant. Exhibit 21.1 Benefitfocus, Inc., A Delaware corporation List of subsidiaries • Benefitfocus.com, Inc. • BenefitStore, Inc. |
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| March 3, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) March 3, 2020 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Nu |
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| March 3, 2020 |
Exhibit 99.1 Benefitfocus, Inc. 843-981-8898 [email protected] Investor Relations: Michael Bauer 843-981-8899 [email protected] Benefitfocus Announces Fourth Quarter and Full Year 2019 Financial Results Driven by its leading AI-powered platform, Benefitfocus grew Q4 total revenue 17% year-over-year; Announces stock repurchase program Charleston, S.C. – March 3, 2020 – Benefitfocus, |
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| February 14, 2020 |
BNFT / Benefitfocus, Inc. / BROWN BROTHERS HARRIMAN & CO - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Benefitfocus Inc (Name of Issuer) Common Stock (Title of Class of Securities) 08180D106 (CUSIP Number) (February 14, 2020) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1 |
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| February 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2020 |
BNFT / Benefitfocus, Inc. / BAMCO INC /NY/ - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Benefitfocus, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 08180D106 (CUSIP Number) Calendar Year 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 12, 2020 |
BNFT / Benefitfocus, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Benefitfocus Inc Title of Class of Securities: Common Stock CUSIP Number: 08180D106 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru |
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| November 7, 2019 |
Employment Agreement, dated July 2, 2019, by and between Benefitfocus.com and Stephen M. Swad. EX-10.26 2 bnft-ex102636.htm EX-10.26 Exhibit 10.26 BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”), is made and entered into this 2nd day of July, 2019, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as “Benefitfocus”) and Stephen Swad whose present address is: 2113 |
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| November 7, 2019 |
BNFT / Benefitfocus, Inc. 10-Q - Quarterly Report - BNFT 2019 Q2 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Ben |
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| November 6, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) November 6, 2019 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| November 6, 2019 |
EX-99.1 2 bnft-ex9917.htm EX-99.1 2019 Q3 EARNINGS Exhibit 99.1 Benefitfocus, Inc. 843-284-1052 ext. 3527 [email protected] Investor Relations: Michael Bauer 843-284-1052 ext. 6654 [email protected] Benefitfocus Announces Third Quarter 2019 Financial Results Driven by its leading AI-powered platform, Benefitfocus grew total revenue 17% year-over-year Charleston, S.C. – November 6, 2 |
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| August 12, 2019 |
BNFT / Benefitfocus, Inc. / BROWN BROTHERS HARRIMAN & CO - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Initial Filing Benefitfocus Inc (Name of Issuer) Common Stock (Title of Class of Securities) 08180D106 (CUSIP Number) August 7, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| August 7, 2019 |
BNFT / Benefitfocus, Inc. S-8 - - S-8 S-8 As filed with the Securities and Exchange Commission on August 7, 2019 Registration Statement No. |
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| August 7, 2019 |
Exhibit 10.17.2 BENEFITFOCUS.COM, INC. SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of April 2019, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as “Benefitfocus”) and Raymond A. August (hereinaft |
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| August 7, 2019 |
BNFT / Benefitfocus, Inc. 10-Q - Quarterly Report - 2019 Q2 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefitf |
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| August 6, 2019 |
EX-99.1 2 bnft-ex9916.htm EX-99.1 EARNINGS RELEASE Q2 2019 Exhibit 99.1 Benefitfocus, Inc. 843-284-1052 ext. 3527 [email protected] Investor Relations: Michael Bauer 843-284-1052 ext. 6654 [email protected] Benefitfocus Announces Second Quarter 2019 Financial Results Driven by its leading AI-powered Platform, Benefitfocus grew total revenue 13% year-over-year Charleston, S.C. – Augu |
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| August 6, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) August 6, 2019 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| July 10, 2019 |
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 10, 2019 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File Nu |
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| July 10, 2019 |
EX-99.1 2 bnft-ex9916.htm EX-99.1 PRESS RELEASE Exhibit 99.1 Benefitfocus, Inc. 843-284-1052 ext. 3527 [email protected] Benefitfocus Appoints Current Board Member and Veteran Technology Finance Executive, Stephen Swad, as CFO Charleston, S.C. – July 10, 2019 – Benefitfocus, Inc. (NASDAQ: BNFT), a leading cloud-based benefits management platform and services provider, today announced the appoint |
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| June 4, 2019 |
8-K 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, 2019 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File |
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| June 4, 2019 |
Benefitfocus, Inc. Second Amended and Restated Stock Plan, as amended.# EX-10.4.1 2 d756189dex1041.htm EX-10.4.1 Exhibit 10.4.1 BENEFITFOCUS, INC. SECOND AMENDED AND RESTATED 2012 STOCK PLAN Approved by the Board: April 15, 2019 Approved by the Stockholders: May 31, 2019 1. Purpose. This Second Amended and Restated 2012 Stock Plan (the “Plan”) is intended to provide incentives: (a) to employees of Benefitfocus, Inc., a Delaware corporation (the “Company”), or its pare |
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| May 2, 2019 |
BNFT / Benefitfocus, Inc. 10-Q Quarterly Report 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefit |
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| May 1, 2019 |
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) April 25, 2019 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission File N |
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| May 1, 2019 |
EX-99.1 2 bnft-ex9916.htm EX-99.1 2019 Q1 EARNINGS Exhibit 99.1 Benefitfocus, Inc. 843-284-1052 ext. 3527 [email protected] Investor Relations: Michael Bauer 843-284-1052 ext. 6654 [email protected] Benefitfocus Announces First Quarter 2019 Financial Results Total revenue of $68.3 million grew 10% year-over-year Charleston, S.C. – May 1, 2019 – Benefitfocus, Inc. (NASDAQ: BNFT), a l |
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| April 19, 2019 |
BNFT / Benefitfocus, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| April 19, 2019 |
BNFT / Benefitfocus, Inc. DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| April 3, 2019 |
8-K 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) April 1, 2019 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36061 46-2346314 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 8, 2019 |
Lock-Up Agreement of the GS Investors, dated as of February 26, 2019. EX-7.08 2 tv515794ex7-08.htm EXHIBIT 7.08 Exhibit 7.08 Benefitfocus, Inc. Lock-Up Agreement February 26, 2019 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representatives of the Underwriters Under the Underwriting Agreement (the “Representatives”) Re: Benefitfocus, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands |
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| March 8, 2019 |
BNFT / Benefitfocus, Inc. / GOLDMAN SACHS GROUP INC - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| March 1, 2019 |
EX-1.1 2 d712500dex11.htm EX-1.1 Exhibit 1.1 Benefitfocus, Inc. Common Stock, par value $0.001 per share Underwriting Agreement February 28, 2019 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 As Representatives of the |
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| March 1, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 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) February 28, 2019 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission |
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| March 1, 2019 |
Form 424(b)(7) Table of Contents Filed Pursuant to Rule 424(b)(7) Registration Statement No. |
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| February 26, 2019 |
BNFT / Benefitfocus, Inc. 10-K BNFT 2018 (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36061 Benefitfocus |
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| February 26, 2019 |
Exhibit 10.18.8 Portions of this exhibit marked [*] are requested to be treated confidentially. EIGHTH Amendment Agreement This Eighth Amendment Agreement (this “Amendment”) is entered into this 19th day of December 2018, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South |
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| February 26, 2019 |
List of Subsidiaries of Registrant. Exhibit 21.1 Benefitfocus, Inc., A Delaware corporation List of subsidiaries • Benefitfocus.com, Inc. • BenefitStore, Inc. |
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| February 26, 2019 |
EX-99.1 2 bnft-ex9917.htm EX-99.1 Exhibit 99.1 Benefitfocus, Inc. 843-284-1052 ext. 3527 [email protected] Investor Relations: Michael Bauer 843-284-1052 ext. 6654 [email protected] Benefitfocus Announces Fourth Quarter and Full Year 2018 Financial Results Total revenue in the quarter grew 10% year-over-year to $74.8 million Charleston, S.C. – February 26, 2019– Benefitfocus, Inc. ( |
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| February 26, 2019 |
BNFT / Benefitfocus, Inc. FORM S-3ASR Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 26, 2019 Registration Statement No. |
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| February 26, 2019 |
Employment Agreement, dated June 30, 2017, by and between Benefitfocus.com and James Restivo.# Exhibit 10.25 BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”), is made and entered into this 1st day of December 2015, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as “Benefitfocus”) and James Restivo whose present address is: 159 Pembrooke Circle, Phoenixville, PA |
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| February 26, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) February 26, 2019 BENEFITFOCUS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36061 46-2346314 (Commission Fil |
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| February 26, 2019 |
Form 424(b)(7) Table of Contents Filed Pursuant to Rule 424(b)(7) Registration Statement No. |
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| February 14, 2019 |
BNFT / Benefitfocus, Inc. / BAMCO INC /NY/ - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Benefitfocus, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 08180D106 (CUSIP Number) Calendar Year 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
