Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - RetailMeNot, Inc. | d638823dex11.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): December 6, 2013
RETAILMENOT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36005 | 26-0159761 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S Employer Identification No.) |
301 Congress Avenue, Suite 700
Austin, Texas 78701
(Address of principal executive offices, including zip code)
(512) 777-2970
(Registrant’s telephone number, including area code)
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 (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 1.01 | Entry into a Material Definitive Agreement. |
On December 6, 2013, RetailMeNot, Inc. (the “Company”) entered into a Second Amendment to Third Amended and Restated Investors’ Rights Agreement and Waiver of Registration Rights (the “Amendment”) with certain of the Company’s stockholders. The Amendment amended the Company’s Third Amended and Restated Investors’ Rights Agreement, as amended (the “Original Agreement”), to provide that the Original Agreement may be amended by the holders of the common stock issued upon the conversion of the Company’s previously outstanding preferred stock. Further, the stockholders party to the Amendment waived “piggy-back” registration rights and related notice rights thereunder with respect to a public follow-on offering of the Company’s Series 1 common stock held by certain stockholders, provided that such offering closes on or before December 31, 2013.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Second Amendment to Third Amended and Restated Investors’ Rights Agreement and Waiver of Registration Rights dated December 6, 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.
| RETAILMENOT, INC. | ||||||
| Date: December 6, 2013 | /s/ Louis J. Agnese, III | |||||
| Louis J. Agnese, III | ||||||
| General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Second Amendment to Third Amended and Restated Investors’ Rights Agreement and Waiver of Registration Rights dated December 6, 2013. | |