LIFELOCK, INC. - FORM 8-K - October 9, 2012

Attached files

file filename
EX-3.2 - AMENDED AND RESTATED BYLAWS OF LIFELOCK, INC. - LIFELOCK, INC.d421128dex32.htm
EX-3.1 - SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIFELOCK, INC - LIFELOCK, INC.d421128dex31.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

October 9, 2012

Date of report (Date of earliest event reported)

 

 

LifeLock, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-35671   56-2508977

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

60 East Rio Salado Parkway Suite 400

Tempe, Arizona 85281

(Address of Principal Executive Offices) (Zip Code)

(480) 682-5100

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Certificate of Incorporation

On October 9, 2012, LifeLock, Inc. (the “Company”) filed a seventh amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the state of Delaware in connection with the closing of the Company’s initial public offering of shares of its common stock. As described in the Registration Statement on Form S-1 (File No. 333-183598), the Company’s board of directors and stockholders previously approved the Restated Certificate to be adopted in connection with, and to be effective upon, the closing of the Company’s initial public offering.

A copy of the Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective as of October 9, 2012, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the Company’s initial public offering of shares of its common stock. The Company’s board of directors and stockholders previously approved the Restated Bylaws to be adopted in connection with, and to be effective upon, the closing of the Company’s initial public offering.

A copy of the Restated Certificate is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

  (a) Financial Statements of Business Acquired.

Not applicable.

 

  (b) Pro Forma Financial Information.

Not applicable.

 

  (c) Shell Company Transactions.

Not applicable.

 

  (d) Exhibits.

 

Exhibit
Number

  

Exhibits

3.1

   Seventh Amended and Restated Certificate of Incorporation of LifeLock, Inc.

3.2

   Amended and Restated Bylaws of LifeLock, Inc.

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.

 

    LIFELOCK, INC.
Date: October 9, 2012     By:   /s/ Todd Davis
      Todd Davis
      Chairman and Chief Executive Officer

EXHIBIT INDEX

 

3.1 Seventh Amended and Restated Certificate of Incorporation of LifeLock, Inc.

 

3.2 Amended and Restated Bylaws of LifeLock, Inc.

LIFELOCK, INC. Reports