Move Inc - Current report filing (8-K)
28 Fevereiro 2008 - 6:15PM
Edgar (US Regulatory)
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 25, 2008
Move,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-26659
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95-4438337
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(State or other jursidiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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30700 Russell Ranch Road
Westlake Village, California 91362
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code:
(805) 557-2300
(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))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
Item
9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
Item
2.02 Results of Operations and Financial Condition
.
On February 28, 2008, Move, Inc. issued a press release announcing its
financial results for the fourth quarter ended December 31, 2007. A copy
of that release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
.
In the second quarter of 2007, the Company modified the terms for
granting its restricted stock unit awards, which created a new
measurement date. The modification was entered into because the 2006
grants required a three-year projection of financial performance in a
highly competitive and rapidly changing market and the Management
Development and Compensation Committee of the Board of Directors wanted
to better reflect the current strategy of the Company while adhering to
the original goals of increased and sustained performance. As a result,
management should have assessed the likelihood of achieving the original
targets and awarding the restricted stock as improbable. As such,
Statement of Financial Accounting Standards No. 123 (revised 2004)
Share-Based Payment (SFAS 123R) required that any previously recognized
expense related to the restricted stock units be reversed and that the
Company remeasure the fair value of the grants and defer any future
compensation expense until it was probable that the awards would
ultimately vest. Instead, the awards continued to be accounted for under
the assumption that 100% would be vested.
As a result of the error regarding the probability of achieving the
original targets in order to award the restricted stock to management,
on February 25, 2008 the Audit Committee of the Board of Directors, upon
the recommendation of management, concluded that the Company’s financial
statements for the three and six months ended June 30, 2007 and the
three and nine months ended September 30, 2007, should no longer be
relied upon and should be restated. In reaching its conclusion, the
Audit Committee discussed the matters required by Item 4.02(a) of Form
8-K with the Company’s registered independent accountants, Ernst & Young
LLP.
The Company is restating its financial statements for the three and six
months ended June 30, 2007, and the three and nine months ended
September 30, 2007, by amending its 2007 Quarterly Reports on Form
10-Q/A for the periods ended June 30 and September 30, 2007. All
amendments and restatements to the financial statements affected are
non-cash in nature.
The Company issued a press release on February 28, 2008 announcing its
financial results for the fourth quarter ended December 31, 2007, which
discusses the restatement of the second and third quarter financial
statements reported in this Item 4.02(a). The press release is filed as
Exhibit 99.1 to this report and is incorporated by reference into this
report.
Item
9.01 Financial Statements and Exhibits
.
(d) Exhibits
99.1 Press Release announcing the Company’s financial
results for the fourth quarter ended December 31, 2007
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 hereunto duly authorized.
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MOVE, INC.
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Date:
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February 28, 2008
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By:
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/s/ Lewis R. Belote, III
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Lewis R. Belote, III
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Chief Financial Officer
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EXHIBIT
INDEX
Exhibit No
.
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Description
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99.1
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Press Release announcing the Company’s financial results for the
fourth quarter ended December 31, 2007
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