Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT - LEAF GROUP LTD. | dmdfy2012ex991earningsrele.htm |
| EX-99.2 - EXHIBIT - LEAF GROUP LTD. | dmdfy2012ex992spinoffrelea.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 19, 2013
DEMAND MEDIA, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 001-35048 | 20-4731239 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||
1299 Ocean Avenue, Suite 500 Santa Monica, California | 90401 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (310) 394-6400
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:
¨ | 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 2.02. | Results of Operations and Financial Condition. |
On February 19, 2013, Demand Media, Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter and fiscal year ended December 31, 2012 (the "Q4 and FY 2012 Earnings Press Release"). The full text of the Q4 and FY 2012 Earnings Press Release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The Company makes reference to certain non-GAAP financial measures in the Q4 and FY 2012 Earnings Press Release, and will make reference to these same measures in its related earnings conference call. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached Q4 and FY 2012 Earnings Press Release.
Item 7.01. | Regulation FD Disclosure. |
On February 19, 2013, the Company also issued a press release announcing that its Board of Directors has authorized a plan to explore the separation of its business into two independent, publicly-traded companies (the "Spin-Off Press Release"). The full text of the Spin-Off Press Release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
The information in this Form 8-K and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description |
99.1 | Q4 and FY 2012 Earnings Press Release dated February 19, 2013. |
99.2 | Spin-Off Press Release dated February 19, 2013. |
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.
Date: February 19, 2013 | DEMAND MEDIA, INC. | |||
By: | /s/ Mel Tang | |||
Mel Tang | ||||
Chief Financial Officer | ||||
INDEX TO EXHIBITS
Exhibit No. | Description |
99.1 | Q4 and FY 2012 Earnings Press Release dated February 19, 2013. |
99.2 | Spin-Off Press Release dated February 19, 2013. |