Attached files
| file | filename |
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| EX-10.1 - MOVE INC | v210829_ex10-1.htm |
| EX-99.1 - MOVE INC | v210829_ex99-1.htm |
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 7, 2011
Move, Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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000-26659
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95-4438337
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(State or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS Employer
Identification
No.)
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910 East Hamilton Avenue
Campbell, California 95008
(Address of principal executive
offices)
(Zip Code)
Registrant’s telephone number, including
area code: (408) 558-3700
(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):
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
1.01 Entry into a Material Definitive
Agreement.
Item
2.02 Results of Operations and Financial
Condition.
Item
8.01 Other Events.
Item
9.01 Financial Statements and
Exhibits.
SIGNATURE
EXHIBIT
INDEX
EXHIBIT
10.1
EXHIBIT
99.1
Item
1.01 Entry into a Material Definitive
Agreement.
On
February 9, 2011, the Company and both Elevation Partners, L.P. and Elevation
Side Fund, LLC (together, “Elevation”) entered into an
agreement (the “Waiver &
Consent Agreement”) providing for
certain waivers and other agreements pertaining to the Stockholders Agreement
between the Company and Elevation dated November 29, 2005 (the “Stockholders Agreement”) and
the Certificate of Designation of Series B Convertible Participating Preferred
Stock dated November 29, 2005 (the “Certificate of
Designation”). The Stockholders Agreement and Certificate of
Designation are listed in the Company’s annual report on Form 10-K for the 2009
fiscal year (filed on March 5, 2010), as Exhibits 10.56 and 3.01.2,
respectively, of Item 15 – Exhibits and Financial Statement
Schedules. Elevation is the sole holder of the Company’s
outstanding Series B Preferred stock. Under the Waiver & Consent
Agreement the parties agree to the Company’s redemption from Elevation of 70,000
of the shares of the Company’s Series B Preferred stock, at a total redemption
price of $70 million. The redemption will be effective, and the
redemption price paid to Elevation, on such redemption date occurring on or
before February 28, 2011, and duly notified by the Company to
Elevation. The foregoing summary is qualified in its entirety by the
full text of the Waiver & Consent Agreement attached as Exhibit 10.1 to this
current report. The Company has also attached, as Exhibit 99.1 to
this current report, a press release issued on February 10, 2011, by the Company
regarding, among other things, the Waiver & Consent Agreement.
Item
2.02 Results of Operations and Financial
Condition.
On February 10, 2011, the Company issued a press release
announcing, among other things, its financial results for the quarter and year
ended December 31, 2010. A copy of that press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
8.01 Other Events.
Stock Repurchase Program.
On February 7, 2011, the Company’s Board of Directors authorized a stock repurchase program. Under the program, the
Company’s management may from time to time and at its discretion repurchase, on the open market, in privately
negotiated transactions or otherwise, shares of the Company's common stock, utilizing
surplus cash in the amount of up to $25 million. The program’s
duration is limited to twenty-four months, beginning when the Company publicly
announces implementation of the program. The Board’s authorization of
repurchases is subject to, among other things, compliance with applicable laws,
regulations and third-party agreements, and revocation of the program by the
Company’s Board of Directors. Shares repurchased under
the program will be retired to constitute authorized, unissued shares of
the Company's common
stock. The Company has also attached, as Exhibit 99.1 to this
current report, a press release issued on February 10, 2011, by the Company
regarding, among other things, the stock repurchase
program.
Reverse Stock-Split
On February 7, 2011, the Company’s Board of Directors authorized a 1-for-4 reverse stock
split of its common stock, subject to shareholder approval. The
authorization of the reverse stock-split, if approved by the shareholders,
(i) would result in shareholders owning such number of shares after the
split as correlates to the ratio of one share for every four shares held prior
to the split, including fractional shares (as applicable) unless the Company
elects to remit cash in lieu of fractional shares, (ii) would include
amendment of the Company’s Restated Certificate of Incorporation (such amendment
also to be approved by the shareholders) to reduce proportionately the total
number of shares of common stock that the Company is authorized to issue, and
(iii) would also include, however, reservation by the Company of discretion
to forego the reverse stock-split and the associated amendment of the Company’s
Restated Certificate of Incorporation. The Company has
also attached, as Exhibit 99.1 to this current report, a press release issued on
February 10, 2011, by the Company regarding, among other things, the reverse
stock-split.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
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10.1
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Waiver and Consent agreement dated
February 9,
2011, between Move,
Inc. and both Elevation Partners, L.P. and
Elevation Side Fund, LLC.
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99.1
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Press release announcing, among other things, Move, Inc.’s financial results
for the quarter and
year ended
December 31, 2010,
the Waiver & Consent Agreement, the authorization of a stock repurchase
program and
the authorization,
subject to shareholder approval, of a 1-for-4 reverse
stock-split.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MOVE,
INC.
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Date: February 10,
2011
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By:
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/s/ Robert J.
Krolik
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Robert J.
Krolik
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Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Waiver and Consent agreement dated
February 9,
2011, between Move,
Inc. and both Elevation Partners, L.P. and
Elevation Side Fund, LLC.
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|
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99.1
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Press release announcing, among other things, Move, Inc.’s financial results
for the quarter and
year ended
December 31, 2010,
the Waiver & Consent Agreement, the authorization of a stock repurchase
program and
the authorization,
subject to shareholder approval, of a 1-for-4 reverse
stock-split.
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