Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Everyday Health, Inc.Financial_Report.xls

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

________________________________________________________________________

FORM 10-Q/A

(Amendment No. 1)

________________________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to               

 

Commission file number 001-36371

________________________________________________________________________

Everyday Health, Inc.

(Exact name of registrant as specified in its charter)

________________________________________________________________________

Delaware   80-0036062

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   
345 Hudson Street, 16th Floor
New York, NY
  10014
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 728-9500

 

(former name, former address and former fiscal year, if changed since last report) 

________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  o    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   o   Accelerated filer   o
Non-accelerated filer   x  (Do not check if a smaller reporting company)   Smaller reporting company   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x


The number of shares outstanding of the Registrant’s common stock, $0.01 par value per share, on May 9, 2014, was 30,091,942.

 



 

Explanatory Note

 

This Amendment No. 1 (the “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, originally filed with the Securities and Exchange Commission on May 13, 2014 (the “Form 10-Q”), is being filed solely to furnish Exhibit 101 to the Form 10-Q, which provides items formatted in XBRL (eXtensible Business Reporting Language). As permitted by Rule 405(a)(2)(ii) of Regulation S-T, this Amendment is being filed within 30 days of the original filing date of the Form 10-Q.

 

No other changes have been made to the Form 10-Q except for the furnishing of the exhibit described above. The Amendment does not reflect subsequent events occurring after the filing date of the Form 10-Q or modify or update any disclosures set forth in the Form 10-Q.

 


 

Item 6.       Exhibits.

 

Exhibit

Number

  Description of Document
   
   
3.1(1)     Amended and Restated Certificate of Incorporation.
   
3.2(2)     Amended and Restated Bylaws.
   
10.1(3)     2014 Equity Incentive Plan and related documents.
   
10.2(4)     Everyday Health, Inc. 2014 Employee Stock Purchase Plan.
   
10.3(5)     Credit Agreement with Silicon Valley Bank, SunTrust Bank and Stifel Bank & Trust, dated as of March 6, 2014.
   
31.1(6)     Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2(6)     Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1(6)     Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2(6)     Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS(7)   XBRL Instance Document
   
101.SCH(7)   XBRL Taxonomy Extension Schema
   
101.CAL(7)   XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF(7)   XBRL Taxonomy Extension Definition Linkbase
   
101.LAB(7)   XBRL Taxonomy Extension Label Linkbase
   
101.PRE(7)   XBRL Taxonomy Extension Presentation Linkbase

___________________

 

(1)Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-36371) filed on April 7, 2014.
(2)Incorporated herein by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-194097), originally filed on February 24, 2014, as amended.
(3)Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-194097), originally filed on February 24, 2014, as amended.
(4)Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-194097), originally filed on February 24, 2014, as amended.
(5)Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No. 333-194097), originally filed on February 24, 2014, as amended.
(6)Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 13, 2014.
(7)Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 furnished hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 


 

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 thereunto duly authorized.

 

 

  EVERYDAY HEALTH, INC.
   
  By:   /s/ Benjamin Wolin
     

Benjamin Wolin
Chief Executive Officer and Director

(Principal Executive Officer)

   
  By:   /s/ Brian Cooper
     

Brian Cooper
Executive Vice President & Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

Date: June 10, 2014