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 earliest event reported: December 5, 2017

 

 

Actua Corporation

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-16249   23-2996071

(State of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

555 East Lancaster Avenue, Suite 640, Radnor, PA 19087

(Address of Principal Executive Offices) (Zip Code)

(610) 727-6900

(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:

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01. Other Events.

As previously disclosed, Actua Corporation, a Delaware corporation (the “Company”), is party to a lawsuit captioned Inter-Atlantic Fund II, L.P. and Neurone II Investments G.P. Ltd. v. Actua Corporation et al., Case No. 2017-0858-JTL, in which the plaintiffs had requested, among other things, equitable relief that would enjoin the stockholder vote at the special meeting of the Company’s stockholders scheduled for December 7, 2017 (the “Meeting”). On December 5, 2017, a hearing was held before Vice Chancellor J. Travis Laster of the Court of Chancery of the State of Delaware (the “Court”) to consider the plaintiffs’ requests for expedited proceedings and for a Temporary Restraining Order. The Court denied plaintiffs’ requests for expedited proceedings and denied plaintiffs’ request for a Temporary Restraining Order, and the stockholder vote will proceed as planned at the Meeting.

At the Meeting, the Company’s stockholders will be asked to approve the transactions contemplated by the Membership Interest Purchase Agreement, dated as of September 23, 2017, by and among the Company, Actua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Actua Holdings”), Arsenal Acquisition Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Actua Holdings, and Velocity Holdco III Inc. (f/k/a Arsenal Buyer Inc.), a Delaware corporation and an affiliate of CVC Growth Fund (such agreement, the “Velocity/Bolt Sale Agreement”), and the Agreement and Plan of Merger, dated as of September 25, 2017, by and among Folio Dynamics Holdings, Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“FolioDynamix”), Envestnet, Inc., a Delaware corporation (“Envestnet”), FCD Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Envestnet, and Actua USA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, as the representative of FolioDynamix’s stockholders (such agreement, the “Folio Sale Agreement”), which together constitute a sale of substantially all of the Company’s assets (such transactions together, the “Transactions”).

The Board has unanimously determined that the Transactions are fair to, advisable to and in the best interests of the Company and its stockholders and has recommended that the Company’s stockholders vote “FOR” the approval of the Transactions at the Meeting.

Additional Information and Where to Find It

The Company filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) on November 7, 2017 in connection with the Transactions. Beginning on November 7, 2017, the Company mailed the definitive proxy statement and other relevant documents to its stockholders as of November 2, 2017, the record date for a special meeting of stockholders of the Company to be held on December 7, 2017, at the Radnor Hotel, 591 East Lancaster Avenue, St. Davids, Pennsylvania 19087, at 10:00 a.m. Eastern Time. The definitive proxy statement described above contains important information about the Transactions and related matters. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTIONS. The Company’s stockholders will be able to obtain copies of these documents and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, the Company’s stockholders will be able to obtain copies of these documents without charge from the Company by contacting Actua Corporation, Attention: Investor Relations, at 555 East Lancaster Avenue, Suite 640, Radnor, Pennsylvania 19087, or by going to the Company’s corporate website at www.actua.com.


Participants in the Solicitation

The directors and executive officers of the Company may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Transactions and related matters. Information regarding the interests of these directors and executive officers in the Transactions described herein is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on November 7, 2017. Additional information regarding the Company’s directors and executive officers is also included in the Company’s proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2017. These documents are available free of charge as described in the preceding paragraph.

Legal Notice Regarding Forward-Looking Statements

This Form 8-K contains certain forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding possible or assumed future results of operations of the Company, the expected completion and timing of the Transactions and related matters. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue” or the negative of such terms or other similar expressions. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, (i) the risk that the closing of the Velocity/Bolt Sale Agreement and/or the Folio Sale Agreement may not occur in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock, (ii) the failure to satisfy all of the conditions precedent to the consummation of the Velocity/Bolt Sale Agreement and/or Folio Sale Agreement, including any required consent of the Company’s stockholders and the receipt of any required governmental or regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Velocity/Bolt Sale Agreement and/or Folio Sale Agreement, (iv) the effect of the announcement or pendency of the Transactions on the Company’s business relationships, operating results and business generally, (v) risks that the Transactions may disrupt current plans and operations or result in potential difficulties in employee retention, (vi) risks related to diverting management’s attention from the Company’s ongoing business operations, (vii) the outcome of this lawsuit or any other legal proceedings that may be instituted against the Company related to the Transactions and (viii) such other risks and uncertainties as identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2017, June 30, 2017, and September 30, 2017, each as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. The Company assumes no obligation to update any forward-looking statement contained in this Form 8-K.


SIGNATURE

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.

 

    ACTUA CORPORATION
Date: December 5, 2017     By:  

/s/ Suzanne L. Niemeyer

    Name:   Suzanne L. Niemeyer
    Title:   Managing Director, General Counsel and Secretary