Attached files
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EX-99.1 - WEB.COM GROUP, INC. | v199153_ex99-1.htm |
EX-23.1 - WEB.COM GROUP, INC. | v199153_ex23-1.htm |
EX-99.2 - WEB.COM GROUP, INC. | v199153_ex99-2.htm |
EX-23.2 - WEB.COM GROUP, INC. | v199153_ex23-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 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) July
30, 2010
Web.com
Group, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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000-51595
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94-3327894
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(State or other
jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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12808 Gran Bay Parkway West, Jacksonville,
FL
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32258
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(Address of principal executive
offices)
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(Zip
Code)
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(Registrant’s telephone number,
including area code): (904)
680-6600
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):
o Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.01 Completion of Acquisition
or Disposition of Assets
On
July 30, 2010, Web.com Group, Inc. (the “Company”) completed its acquisition
(the “Acquisition”) of Register.com (Cayman) LP, a Cayman limited partnership
(“Register.com LP”), a provider of global domain name registration and
complementary website design and management services pursuant to that
certain Purchase Agreement among Web.com Group, Inc., Register.com GP (Cayman)
Ltd, each seller named therein and Register.com (Cayman) Limited Partnership,
dated June 17, 2010 (the “Purchase Agreement”). The interests in Register.com LP
were purchased from (i) Register.com GP (Cayman) Ltd., an exempted company
incorporated under the laws of the Cayman Islands, and (ii) the limited partners
of Register.com LP. Consideration for the acquisition of the limited partnership
interests was approximately $135 million financed with a $95 million term loan
and a $15 million revolving credit facility, each pursuant to the Credit
Agreement (as defined below), approximately $20 million in cash and a $5 million
seller note.
On August
5, 2010, the Company filed a Current Report on Form 8-K announcing the
completion of the Acquisition (the “Original 8-K”). This Current Report on Form
8-K/A is filed as an amendment to the Original 8-K solely to include the
financial information described in Item 9.01 below that was previously
omitted from the Original 8-K in accordance with Item 9.01(a) and
Item 9.01(b) of Form 8-K.
Item 9.01 Financial Statements and
Exhibits
(a) Financial
Statements of Business Acquired.
The
audited consolidated financial statements of Register.com Investment Cooperatie
U.A. and subsidiaries as of and for the years ended December 31, 2009, 2008
and 2007 and the unaudited interim consolidated financial statements of
Register.com Investment Cooperatie U.A. and subsidiaries as of June 30, 2010 and
for the six months ended June 30, 2010 and 2009 are filed as Exhibit 99.1
hereto and incorporated herein by reference.
(b) Pro Forma
Financial Information.
The
unaudited pro forma condensed combined financial information with respect to the
transaction described in Item 2.01 is filed as Exhibit 99.2 hereto and
incorporated herein by reference.
(d) Exhibits.
Exhibit No.
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Description
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23.1
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Consent of Amper, Politziner &
Mattia, LLP, Independent Registered Public Accounting Firm as of and for
the years ended December 31, 2009 and 2008
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23.2
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Consent of Amper, Politziner &
Mattia, LLP, Independent Registered Public Accounting Firm as of and for
the yeard ended December 31, 2008 and 2007
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99.1
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Audited consolidated financial
statements as of and for the years ended December 31, 2009, 2008 and 2007
and unaudited interim consolidated financial statements as of June 30,
2010 and for the six months ended June 30, 2010 and 2009 of Register.com
Investment Cooperatie U.A. and subsidiaries.
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99.2
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Unaudited pro forma condensed
consolidated combined financial information of the Company and
subsidiaries and Register.com
LP.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Web.com Group,
Inc.
(Registrant)
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/s/ Matthew P.
McClure
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Matthew P. McClure,
Secretary
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Date: October 15,
2010
Exhibit Index
Exhibit No.
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Description
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23.1
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Consent of Amper, Politziner &
Mattia, LLP, Independent Registered Public Accounting Firm as of and for
the years ended December 31, 2009 and 2008
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23.2
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Consent of Amper, Politziner &
Mattia, LLP, Independent Registered Public Accounting Firm as of and for
the years ended December 31, 2008 and 2007
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99.1
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Audited consolidated financial
statements as of and for the years ended December 31, 2009, 2008 and 2007,
and unaudited interim consolidated financial statements as of June 30,
2010 and for the six months ended June 30, 2010 and 2009 of Register.com
Investment Cooperatie U.A. and subsidiaries.
|
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99.2
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Unaudited pro forma condensed
combined financial information of the Company and subsidiaries and
Register.com LP.
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