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~~February 2414, 2019

MINDBODY, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37453

20-1898451

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4051 Broad Street, Suite 220

San Luis Obispo, California 93401

(Address of principal executive offices, including zip code)

(877) 755-4279

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

AsOn ~~previously announced, on December~~February 2315, ~~2018~~2019, ~~MINDBODY,~~pursuant ~~Inc.,~~to ~~a Delaware corporation (~~the ~~“Company”~~terms orof ~~“MINDBODY”), entered into~~ an Agreement and Plan of Merger, dated December 23, 2018 (the “Merger Agreement”), ~~with~~by and among Torreys Parent, LLC, a Delaware limited liability company (“Parent”), ~~and~~ Torreys Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), ~~providing~~and ~~for~~MINDBODY, ~~the~~Inc., ~~merger~~a ofDelaware ~~Merger~~corporation ~~Sub with and into~~ (the “Company” ~~(the~~or “~~Merger~~MINDBODY”), MINDBODY completed the merger, with the Company continuing as the surviving corporation in the ~~Merger~~merger asand becoming a wholly owned subsidiary of Parent (the “Merger”). OnParent ~~January 23,~~and ~~2019,~~Merger ~~the~~Sub ~~Company~~were formed ~~filed~~by ~~with~~affiliates ~~the Securities~~of ~~and~~Vista ~~Exchange~~Equity ~~Commission~~Partners ~~(the~~Fund ~~“SEC”)~~VI, L.P., a ~~definitive~~Cayman ~~proxy~~Islands ~~statement~~exempted ~~(the~~limited partnership (“~~Definitive~~Vista ~~Proxy~~Fund ~~Statement~~VI”), ~~with~~and ~~respect~~Vista toEquity ~~the~~Partners ~~special~~Fund ~~meeting~~VII, ofL.P., ~~MINDBODY~~a ~~stockholders~~Cayman ~~scheduled~~Islands toexempted belimited ~~held~~partnership on(“Vista ~~February 14~~Fund VII”, ~~2019~~and ~~in connection~~together with ~~the~~Vista ~~Merger~~Fund (VI, the “~~Special~~Vista ~~Meeting~~Funds”). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.

~~Litigation~~At ~~Related~~the toEffective ~~the~~Time, ~~Merger~~each:

In(i) ~~connection~~share of Class A common stock, par value $0.000004 per share, of the Company (“Company Class A Stock”) and share of Class B common stock, par value $0.000004 per share, of the Company (“Company Class B Stock,” and together with the ~~Merger~~Company Class A Stock, ~~after~~the “Company Common Stock”) issued and outstanding as of immediately prior to the ~~Definitive~~Effective ~~Proxy~~Time ~~Statement~~(other than Owned Company Shares and Dissenting Company Shares) was ~~filed~~cancelled and extinguished, ~~four~~and ~~stockholder~~automatically ~~class~~converted ~~action~~into ~~lawsuits~~the ~~have~~right ~~been~~to ~~filed:~~receive cash in an amount equal to $36.50, without interest thereon, and subject to any required withholding of taxes (the “Per Share Price”);

(iii) Company Option and Company RSU that was unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested solely as a result of the consummation of the transactions contemplated by the Merger Agreement (each, a “Vested Award”) was cancelled and automatically converted into the right to receive an amount in cash equal to the ~~United~~product ~~States~~of ~~District~~(1) ~~Court~~the aggregate number of ~~Delaware~~shares subject to such Vested Award, ~~captioned~~multiplied ~~Sabatini~~by v.(2) ~~MINDBODY~~the Per Share Price (or, ~~Inc.~~for eteach ~~al.~~Company Option, ~~Case~~the ~~No.~~excess, ~~1:19-cv-00138-UNA~~if (any, of the ~~“Sabatini~~Per ~~Complaint”~~Share Price over such Company Option’s per share exercise price), subject to any required withholding of taxes; and

(iiiii) Company Option and Company RSU that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time that was not a Vested Award (each, an “Unvested Award”) was cancelled and replaced with a right to receive an amount in ~~California~~cash, ~~Superior~~without ~~Court~~interest, equal to the product of ~~San~~(1) ~~Luis~~the ~~Obispo~~aggregate ~~County~~number of shares subject to such Unvested Award multiplied by (2) the Per Share Price (or, ~~captioned~~for ~~Schmit~~each v.Company ~~MINDBODY~~Option, ~~Inc.~~the etexcess, ~~al.~~if any, ~~Case~~of ~~No.~~the ~~19CV-0043~~Per Share Price over such Company Option’s per share exercise price) subject to any required withholding of taxes (the “~~Schmit~~Cash ~~Complaint~~Replacement Amounts”);, which Cash Replacement Amounts will, subject to the holder’s continued service through the applicable vesting dates, vest and be payable at the same time as the Unvested Award for which such Cash Replacement Amounts were exchanged would have vested pursuant to its terms, with all Cash Replacement Amounts having the same terms and conditions (including with respect to vesting (including accelerated vesting on specific terminations of employment, to the extent applicable)) as applied to the Unvested Awards for which they were exchanged, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes. For the avoidance of doubt, any Company Options (whether vested or unvested) with a per share exercise price equal to or greater than the Per Share Price were cancelled immediately upon the Effective Time without payment or consideration.

~~(iii)~~The inforegoing description of the ~~United~~Merger ~~States~~Agreement ~~District~~does ~~Court~~not ofpurport ~~Central~~to ~~District~~be complete and is qualified in its entirety by reference to the full text of ~~California~~the merger Agreement, ~~captioned~~a ~~Tran~~copy v.of ~~MINDBODY,~~which ~~Inc.~~is etfiled ~~al.,~~as ~~Case~~Exhibit No2.1 ~~2:19~~to the Company’s Current Report on Form 8-~~cv-00638~~K, filed with the Securities and Exchange Commission (the “~~Tran Complaint~~SEC”); ~~and~~on December 26, 2018.

~~(iv)~~Item in3.01 ~~the~~Notice ~~Court~~ of ~~Chancery~~Delisting ofor ~~Delaware,~~Failure ~~captioned~~to ~~Ryan~~Satisfy v.a ~~MINDBODY,~~Continued ~~Inc.~~Listing etRule ~~al.,~~or ~~Case~~Standard; ~~No.~~Transfer ~~2019-0061~~of ~~(the “Ryan Complaint,” and together with the Sabatini Complaint, Schmit Complaint, and Tran Complaint, the “Complaints”)~~Listing.

The ~~Complaints~~Information ~~generally~~set ~~allege,~~forth ~~among~~under ~~other~~Item things, that MINDBODY and the members of its Board of Directors purportedly omitted material information from the Proxy Statement and that the Merger and the process that led to it was procedurally and substantively flawed2. ~~The~~01 Complaints also allege claims against the members of the Company’s Board of Directors and, in the case of the Ryan Complaint, Vista Equity Partners Management, LLC. The Complaints seek, among other things, additional disclosure of facts relating to the Merger and/or injunctive relief. Additional similar lawsuits may be filed in the future. The Company believes that the plaintiffs’ allegations in the Complaints lack merit and will vigorously defend against these and any subsequently filed similar actions. If additional similar complaints are filed, absent new or different allegations that are material, the Company will not necessarily disclose such additional filings. The foregoing description is ~~qualified~~incorporated inherein ~~its entirety~~ by reference ~~to the Complaints which are attached hereto as Exhibits 99~~.1, ~~99.2, 99.3 and 99.4 and incorporated by reference herein.~~

~~Additional~~In ~~Information~~connection with the closing of the Merger, the Company notified The Nasdaq Stock Market (“Nasdaq”) on February 15, 2019 that each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted pursuant to the Merger Agreement as described under Item 2.01, and ~~Where~~the Company requested that Nasdaq file a Form 25 with the SEC to ~~Find~~remove Itthe Company Class A Stock from listing on Nasdaq and deregister the Company Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.

InItem connection with the proposed Merger, MINDBODY has filed with the Securities and Exchange Commission (the “SEC”) and furnished to its stockholders a definitive proxy statement on Schedule 14A, as well as other relevant documents concerning the proposed transaction3.03 ~~Promptly~~Material ~~after~~Modification ~~filing its definitive proxy statement with the SEC, MINDBODY mailed the definitive proxy statement and a proxy card~~ to ~~each~~Rights ~~stockholder~~ of ~~MINDBODY~~Security ~~entitled to vote at the special meeting relating to the proposed transaction~~Holders. The proxy statement contains important information about the proposed Merger and related matters. STOCKHOLDERS AND SECURITY HOLDERS OF MINDBODY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT MINDBODY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MINDBODY AND THE TRANSACTION. This communication is not a substitute for the proxy statement or for any other document that MINDBODY may file with the SEC and send to its stockholders in connection with the proposed Merger. The proposed Merger will be submitted to MINDBODY’s stockholders for their consideration. Before making any voting decision, stockholders of MINDBODY are urged to read the proxy statement regarding the Merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed Merger.

~~Stockholders~~The ofInformation ~~MINDBODY~~set ~~are~~forth ~~able~~under toItems ~~obtain a free copy of the proxy statement~~2.01, as3.01 ~~well as other filings containing information about MINDBODY~~ and ~~the proposed transaction, without charge, at the SEC’s website (http://www~~5.~~sec.gov).~~03 ~~Copies~~ of ~~the~~this ~~proxy~~Current ~~statement,~~Report ~~and~~on ~~the~~Form ~~filings~~8-K ~~with~~are ~~the SEC that will be~~ incorporated byherein ~~reference therein can also be obtained, without charge,~~ by ~~contacting~~ ~~MINDBODY’s Investor Relations at (888) 782-7155, by email at IR@mindbodyonline~~reference.~~com,~~ ~~or by going to MINDBODY’s Investor Relations page on its website at investors.mindbodyonline.com and clicking on the link titled “Financials & Filings” to access MINDBODY’s “SEC Filings.”~~

~~Participants~~Pursuant to the Merger Agreement and in connection with the ~~Solicitation~~consummation of the Merger, each outstanding share of Company Common Stock (except as described in Item 2.01 hereof) was converted into the right to receive the Per Share Price.

~~MINDBODY~~Item and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information regarding the interests of MINDBODY’s directors and executive officers and their ownership of Company Common Stock is set forth in MINDBODY’s definitive proxy statement on Schedule 14A filed with the SEC on January 23, 2019, in connection with the proposed Merger, MINDBODY’s proxy statement on Schedule 14A filed with the SEC on April 5~~, 2018, and certain of its Current Reports on Form 8-K~~. ~~Other information~~01 ~~regarding~~Change ~~the participants~~ in ~~the~~Control ~~proxy solicitation and a description~~ of their direct and indirect interests in the proposed Merger, by security holdings or otherwise, are contained in the proxy statement and may be contained in other relevant materials to be filed with the SEC in connection with the proposed MergerRegistrant. ~~Free copies of this document may be obtained as described in the preceding paragraph.~~

~~Notice~~The ~~Regarding~~Information ~~Forward-Looking~~set ~~Statements~~forth under Items 2.01 and 3.01 is incorporated herein by reference.

~~This communication,~~As ~~and~~a ~~any~~result ~~documents to which MINDBODY refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions~~ of the ~~Private Securities Litigation Reform Act of 1995. These forward-looking statements represent MINDBODY’s current expectations or beliefs concerning future events~~Merger, ~~including~~a ~~but~~change ~~not~~in ~~limited~~control ~~to the expected completion and timing~~ of the ~~proposed~~Company ~~transaction~~occurred, ~~expected benefits~~ and ~~costs of~~ the ~~proposed~~Company ~~transaction,~~became ~~management~~a ~~plans~~wholly-owned ~~and~~subsidiary ~~other information relating to the proposed transaction, strategies and objectives~~ of ~~MINDBODY for future operations and other information relating to the proposed transaction~~Parent. ~~Without limiting~~The ~~the~~total ~~foregoing,~~amount the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” “will,” “could,” “should,” “would,” “assuming,” and similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of ~~risks, uncertainties and assumptions~~ ~~that~~consideration ~~may~~payable ~~cause actual results~~ to ~~differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include (i)~~ the ~~risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect MINDBODY~~Company’s ~~business~~equityholders ~~and~~in ~~the~~connection ~~price~~with of the ~~common~~Merger ~~stock~~was ofapproximately ~~MINDBODY, (ii)~~$1.9 ~~the~~billion. ~~failure~~The tofunds ~~satisfy~~used ~~any~~by ofParent ~~the conditions~~ to ~~the~~consummate ~~consummation of~~ the ~~proposed~~Merger ~~transaction, including the adoption of the merger agreement by the stockholders of MINDBODY~~ and ~~the~~complete ~~receipt of certain regulatory approvals, (iii)~~ the ~~occurrence~~related oftransactions ~~any~~came ~~event,~~from ~~change~~equity orcontributions ~~other circumstance or condition that could give rise to~~ from the ~~termination~~Vista ~~of the merger agreement~~Funds, ~~(iv)~~ the ~~effect of the announcement or pendency of the proposed transaction on MINDBODY~~Company’s ~~business~~cash ~~relationships,~~on ~~operating results and business generally~~hand, ~~(v) risks that the proposed transaction disrupts current plans~~ and ~~operations~~ ~~and~~ the ~~potential~~proceeds ~~difficulties~~received in ~~employee~~connection ~~retention~~with asdebt afinancing ~~result~~pursuant ofto ~~the~~a ~~proposed transaction, (vi)~~$475 ~~risks~~million ~~related~~senior tosecured ~~diverting~~term ~~management’s~~loan ~~attention~~under ~~from~~the ~~MINDBODY’s~~Credit ~~ongoing business operations~~Agreement, ~~(vii) the~~dated ~~outcome~~as of ~~any legal proceedings that may be instituted against MINDBODY related to the merger agreement or the proposed transaction, (viii)~~February ~~unexpected costs~~15, ~~charges or expenses resulting from the proposed transaction~~2019, by and ~~(ix) other risks described in~~among ~~MINDBODY’s~~Parent, ~~filings~~Merger ~~with~~Sub, the ~~SEC~~Company, ~~such~~certain asdomestic ~~its~~subsidiaries ~~Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements speak only as~~ of the ~~date~~Company, ofas ~~this~~guarantors, ~~communication or~~ the ~~date~~lenders offrom ~~any~~time ~~document~~to ~~incorporated~~time byparty ~~reference~~thereto, inand ~~this~~Owl ~~document.~~Rock ~~Except~~Capital ~~as required by applicable law or regulation~~Corporatoin, ~~MINDBODY does not assume any obligation to update any such forward-looking statements whether~~ as ~~the~~administrative ~~result~~agent ofand ~~new~~collateral ~~developments or otherwise~~agent.

Item 95.~~01.~~02 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.

Exhibit No.		Description
99.1		Complaint, Sabatini v. MINDBODY, Inc. et al., Case No. 1:19-cv-00138-UNA, filed on January 24, 2019
99.2		Complaint, Schmit v. MINDBODY, Inc. et al., Case No. 19CV-0043, filed on January 24, 2019
99.3		Complaint, Tran v. MINDBODY, Inc. et al., Case No. 2:19-cv-00638, filed on January 28, 2019
99.4		Complaint, Ryan v. MINDBODY, Inc. et al., Case No. 2019-0061, filed on January 29, 2019

The information set forth under Item 2.01 is incorporated herein by reference.

~~SIGNATURES~~In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, the following persons, who were the directors of Merger Sub, became directors of the Company: Maneet S. Saroya and Nicolas Stahl. Richard Stollmeyer, who was a director of the Company immediately prior to the Merger, will continue to be a director of the Company. The following persons, who were directors of the Company prior to the completion of the Merger, are no longer directors of the Company: Katherine Blair Christie, Court Cunningham, Gail Goodman, Cipora Herman, Eric Liaw, Adam Miller and Graham Smith.

~~Pursuant~~Effective toupon ~~the~~completion ~~requirements~~ of the ~~Securities~~Merger, ~~Exchange~~the ~~Act~~following persons, who were the officers of ~~1934~~Merger Sub, became officers of the ~~registrant~~Company, ~~has~~Maneet ~~duly~~S. ~~caused~~Saroya ~~this~~and Nicolas ~~report~~Stahl. toRichard beStollmeyer, ~~signed~~Brett onWhite, ~~its~~and ~~behalf~~Michael byMansbach, who were officers of the ~~undersigned hereunto~~Company ~~duly~~immediately ~~authorized~~prior to the Merger, will continue to be officers of the Company.

~~MINDBODY,~~Item ~~INC~~5.03 ~~By:~~Amendments ~~/s/~~to ~~Brett~~Articles ~~White~~of ~~Brett~~Incorporation ~~White~~or ~~Chief~~Bylaws; ~~Financial~~Change ~~Officer~~in ~~and~~Fiscal ~~Chief Operating Officer~~Year.

~~Date:~~The ~~January 29,~~information ~~2019~~set forth under Item 2.01 is incorporated herein by reference.

Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1, which is incorporated herein by reference.

Effective upon completion of the Merger, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit 3.2, which is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On February 14, 2019, the Company held a special meeting of stockholders (the “Special Meeting”) at the Company’s offices in San Luis Obispo, California.

As of January 18, 2019, the record date for the Special Meeting (the “Record Date”), there were 45,643,595 shares of Company Class A Stock and 2,372,938 shares of Company Class B Stock outstanding and entitled to vote. Each holder of Company Class A Stock was entitled to one vote for each such share owned at the close of business on the Record Date, and each holder of Company Class B Stock was entitled to ten votes for each such share owned at the close of business on the Record Date. At the Special Meeting, 32,963,120 shares of Company Class A Stock, or approximately 72.2% of all outstanding shares of Company Class A Stock as of the Record Date and 2,106,463 shares of Company Class B Stock, or approximately 88.8% of all outstanding shares of Company Class B Stock as of the Record Date were present either in person or by proxy, for a total of 35,069,583 shares of Company Common Stock, representing 54,027,780 votes or approximately 77.9% of the voting power of the Company Common Stock.

At the Special Meeting, three proposals were considered (each of which is described in detail in the Company’s definitive proxy statement, which was filed with the SEC on January 23, 2019):

(1) The proposal to adopt the Merger Agreement (the “Merger Proposal”).

(2) The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

(3) The proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

At the Special Meeting, the Merger Proposal and the Compensation Proposal were approved by stockholders. Sufficient votes were also received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. The table below shows the final voting results from the Special Meeting.


		Votes For	Votes Against	Abstentions
Proposal 1 – The Merger Proposal	Company Class A Stock Company Class B Stock	25,322,274 21,057,130	7,323,772 7,500	317,074 0

Proposal 2 – The Compensation Proposal	Company Class A Stock Company Class B Stock	24,823,713 21,057,130	7,782,460 7,500	356,947 0

Proposal 3 – The Adjournment Proposal	Company Class A Stock Company Class B Stock	24,998,890 21,057,130	7,739,206 7,500	225,024 0

Item 8.01

Other Events.

On February 15, 2019, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of December 23, 2018, by and among Torreys Parent, LLC, Torreys Merger Sub, Inc., and MINDBODY, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2018).

3.1		Amended and Restated Certificate of Incorporation of MINDBODY, Inc.

3.2		Amended and Restated Bylaws of MINDBODY, Inc.

99.1		Press Release, dated as of February 15, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MINDBODY, INC.

By:		/s/ Brett White
		Brett White
		Chief Financial Officer and Chief Operating Officer

Date: February 15, 2019

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