UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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 14, 2011
Geeknet, Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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000-28369
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77-0399299
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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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11216 Waples Mill Road, Suite
100
Fairfax, VA 22030
(Address of principal executive offices,
including zip code)
(877) 433-5638
(Registrant’s telephone number,
including area code)
650
Castro St. Suite 450, Mountain View, CA 94104
(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):
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other
Events
The
Company's Board of Directors has approved an ‘odd lot’ share repurchase program
(the "Share Repurchase Program") up to a maximum of One Million Dollars
($1,000,000). This is a
voluntary program through which shareholders owning fewer
than 100 shares of Geeknet common stock may sell all their shares or purchase
enough additional shares to increase their holdings to 100 shares. Geeknet will
be paying the transaction costs associated with this
Program.
Share
repurchases under the Share Repurchase Program may be made solely through this
special program.
During the Share Repurchase Program, shares submitted for sale
will be matched to shares
requested for purchase by
other participating shareholders. If more shares are requested for sale than for
purchase, Geeknet will purchase the unmatched
shares and shareholders will receive or pay the average of the
closing market prices of Geeknet stock for the
days of the Share Repurchase Program on which Geeknet common stock
was traded. If more shares are requested for purchase than for sale, the balance
of shares not matched will be traded in the open market throughout the
Share Repurchase Program
and a few days afterward. A weighted average price will be determined by these
market trades for the Share Repurchase Program and that is the price
shareholders will be paid or will pay. Weighted averaging means the per share
price is obtained by dividing the aggregate dollar amount of all purchases of
shares by the total number of shares purchased on behalf of such participants during the Share
Repurchase Program.
Geeknet will accept tenders of up to
$1,000,000 on a first come basis. Any shares in excess of $1,000,000 will be
sold on the open market and
a weighted average price will be paid. Weighted averaging means the per share
price is obtained by
dividing the aggregate proceeds (or cost) of all sales (or purchases) of shares
for participants during the Share
Repurchase Program by the total
number of shares sold (or purchased) on behalf of such participants during the Share
Repurchase Program.
This
program will run from February 14, 2011 until March 18, 2011, unless extended.
The Share Repurchase Program may be modified or discontinued at any time by the
Board of Directors.
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.
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GEEKNET, INC.
a Delaware
corporation
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By:
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/s/ Kathryn
McCarthy
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Kathryn
McCarthy
Executive Vice President and Chief
Financial Officer
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Date: February 14,
2011