- Current report filing (8-K)
26 Março 2012 - 9:02AM
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): March 21, 2012
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
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification
No.)
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910 East Hamilton Avenue
Campbell,
California 95008
(Address of principal
executive offices)
(Zip Code)
Registrants telephone number, including
area code:
(408) 558-3700
(Former name or former address, if
changed since last report)
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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):
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o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF
CONTENTS
Item 1.01 Entry into a Material
Definitive Agreement.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Item 9.01 Financial Statements and
Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 10.1
Item 1.01 Entry into a Material
Definitive Agreement.
AGREEMENT, WAIVER & CONSENT RELATING
TO REDEMPTION OF SERIES B PREFERRED STOCK
On March 23, Move, Inc. (the
Company
)
and both Elevation Partners, L.P. and Elevation Side Fund, LLC (together,
Elevation
) entered into an agreement (the
Agreement,
Waiver & Consent
) providing for
certain waivers and other agreements pertaining to the Stockholders Agreement
between the Company and Elevation dated November 29, 2005 (the
Stockholders Agreement
)
and the Certificate of Designation of Series B Convertible Participating
Preferred Stock dated November 29, 2005 (the
Certificate of Designation
) and also
pertaining to a notification (
Notice
) given by the Company to
Elevation, the sole holder of the Companys outstanding Series B Preferred
Stock, on March 21, 2012, of the Companys decision, pursuant to the Certificate
of Designation, to redeem all of the outstanding shares of the Companys Series
B Preferred Stock (the
Redemption
). The Stockholders
Agreement and Certificate of Designation are listed in the Companys annual
report on Form 10-K for the 2009 fiscal year (filed on March 5, 2010), as
Exhibits 10.56 and 3.01.2, respectively, of Item 15
Exhibits and Financial Statement Schedules
.
The Agreement,
Waiver & Consent provides for certain procedural waivers by Elevation and
other related understandings between the parties in facilitation of the
Redemption. Pursuant to the Redemption transaction, the Company will redeem from
Elevation all the outstanding shares of the Companys Series B Preferred stock
(i.e., 49,044.05 shares), at a total redemption price of $49,044,050. The
Redemption will be effective, and the redemption price paid to Elevation, on
April 6, 2012. The foregoing summary is qualified in its entirety by the full
text of the Agreement, Waiver & Consent attached as Exhibit 10.1 to this
current report, which is part of the Notice document also included.
Previously -- on February 22, 2011, and as reported by the Company in its
Current Report on Form 8-K filed on February 28, 2011 -- the Company had
consummated a partial redemption of the then outstanding shares of the Companys
Series B Preferred Stock, amounting to a redemption of 70,000 of such
then-outstanding shares.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 21, 2012, consistent with the
Companys determination to effect the Redemption and in accordance with the
Stockholders Agreement, Fred D. Anderson, Elevations representative on the
Companys Board of Directors, informed the Companys Board he would resign from
the Board effective on the consummation of the Redemption.
In addition, on March 21, 2012, Roger B.
McNamee, another of the Companys current Board members and a Managing Director
of Elevation, informed the Board that he would not be standing for re-election
at the Companys 2012 annual meeting of shareholders (currently scheduled for
June 13, 2012).
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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10.1
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Agreement, Waiver
& Consent entered into March 23, 2012, between Move, Inc. and both
Elevation Partners, L.P. and Elevation Side Fund, LLC, including Notice of
Redemption dated March 21, 2012.
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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: March 26, 2012
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By:
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/s/
James S. Caulfield
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James S. Caulfield
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Executive Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit Number
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Description
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10.1
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Agreement, Waiver & Consent entered into
March 23, 2012, between Move, Inc. and both Elevation Partners, L.P. and
Elevation Side Fund, LLC, including Notice of Redemption dated March 21,
2012.
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