(S-1 to Register Shares of Class A Common Stock to be Issued from Time to Time Upon Exchange or Settlement of Certain Outstanding Vested Employee Equity Incentive Awards)
ZoomInfo Technologies Inc. ("ZoomInfo" or the "Company") today announced that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission (the "SEC") relating to the issuance from time to time of up to 4,500,000 shares of its Class A common stock upon exchange or settlement of certain outstanding vested equity incentive awards that were granted to ZoomInfo employees prior to the Company’s initial public offering earlier this year.
The shares of Class A common stock to be registered will be issued pursuant to the terms of certain of the Company’s existing employee equity incentive awards that consist of limited liability company units in subsidiaries of the Company that may be exchanged or settled in shares of ZoomInfo Class A common stock. Because an exemption from the registration requirements of the Securities Act of 1933, as amended, is not available for these shares, the Company is required to file the S-1 registration statement in order to permit the shares of Class A common stock issuable pursuant to the incentive awards to be freely tradable in the hands of persons other than ZoomInfo’s affiliates. ZoomInfo will not receive any cash proceeds from the issuance of the shares covered by the registration statement.
A registration statement, including a prospectus, which is preliminary and subject to completion, relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities. Copies of the preliminary prospectus relating to these securities may be obtained from ZoomInfo Technologies Inc., Attention: General Counsel, 805 Broadway Street, Suite 900, Vancouver, Washington 98660, by telephone at (800) 914-1220.
ZoomInfo (NASDAQ: ZI) is a leading go-to-market intelligence platform for sales and marketing teams. Its go-to-market intelligence platform delivers comprehensive and high-quality intelligence and analytics on approximately 14 million companies, including advanced attributes, technologies used by companies, intent signals, and decision-maker contact information. Its software, insights, and data enable over 15,000 companies to sell and market more effectively and efficiently.
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "might," "objective," "outlook," "plan," "potential," "predict," "projection," "seek," "should," "target," "trend," "will," "would" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under "Risk Factors" in ZoomInfo’s registration statement referred to above. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the registration statement. ZoomInfo undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
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