ANCESTRY.COM INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-01-03: Form 8-K; Period of report 2012-12-27; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2012-12-28: Form 8-K; Period of report 2012-12-28; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 2.01.
- 2012-12-27: Form 8-K; Period of report 2012-12-27; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-12-19: Form 8-K; Period of report 2012-12-19; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-01-03 | 8-K | 2012-12-27 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 In connection with the Merger, Merger Sub issued an aggregate principal amount of $300,000,000 of its 11.00% Senior Notes due 2020 (the “Notes”), pursuant to the terms and conditions of an indenture dated as of December 28, 2012 (the “Initial Indenture”), by and among Merger Sub, an indirect parent company of Merger Sub and Wells Fargo Bank, National Association, as the Trustee (the “Trustee). 1.02 The information in Item 1.01 of this current report under the heading “Credit Agreement” is incorporated by reference in this Item 1.02. 2.03 The information in Item 1.01 of this current report under the headings “11.00% Senior Notes due 2020” and “Credit Agreement” is incorporated by reference in this Item 2.03. 5.02 On December 28, 2012, in connection with the closing of the Merger, the Company entered into amended and restated employment agreements with its Chief Executive Officer and Chief Financial Officer on substantially the same terms as their existing employment agreements with updates to conform to the post-Merger corporate structure, to remove the term of the Chief Executive Officer’s agreement, to increase the non-competition periods of both executives and to make certain increases to the Chief Financial Officer’s severance package. | d460466d8k.htm |
| 2012-12-28 | 8-K | 2012-12-28 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 The information set forth in the Introduction above and Item 5.01 below is incorporated herein by reference. 3.01 As a result of the Merger, all shares of the Company’s common stock were cancelled and, other than the Excluded Shares, were converted into the right to receive the Merger Consideration. 3.03 As a result of the consummation of the Merger on December 28, 2012, each outstanding share of the Company’s common stock (other than the Excluded Shares) was converted into the right to receive the Merger Consideration. 5.01 The information set forth in the Introduction above and Item 5.02 below is incorporated herein by reference. 5.02 In connection with the consummation of the Merger, all of the directors of the Company resigned from their positions as directors of the Company, as of the effective time of the Merger. 8.01 A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 hereto and incorporated herein by reference. | d459290d8k.htm |
| 2012-12-27 | 8-K | 2012-12-27 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On December 27, 2012, Ancestry.com Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). 8.01 On December 27, 2012, Ancestry.com issued a press release announcing that the Company’s stockholders have adopted the Merger Agreement. | d458904d8k.htm |
| 2012-12-19 | 8-K | 2012-12-19 | 8.01 Other Events | 8.01 On December 17, 2012, the Court (the “Court”) in In re: Ancestry.com Inc. Shareholder Litigation (Consolidated C.A. No. 7988) (the “litigation”) heard argument on plaintiffs’ motion to preliminarily enjoin the proposed merger between Ancestry.com Inc. (the “Company” or “Ancestry”) and Global Generations Merger Sub Inc. and the upcoming special meeting of the Company’s stockholders. | d455325d8k.htm |
| 2012-12-11 | 8-K | 2012-12-10 | 8.01 Other Events | 8.01 On December 11, 2012, Ancestry.com Inc. (the “Company”) issued a press release announcing that Institutional Shareholder Services has recommended that the Company’s stockholders vote “FOR” the proposals in its proxy statement for the special meeting scheduled to be held on December 27, 2012 at the Provo Marriott Hotel and Conference Center, which is located at 101 West 100 North, Provo, Utah 84601, at 8:30 a.m. | d453648d8k.htm |
| 2012-10-31 | 8-K/A | 2012-08-17 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | d428833d8ka.htm |
| 2012-10-26 | 8-K | 2012-10-24 | 2.02 Results of Operations and Financial Condition | 2.02 On October 24, 2012, Ancestry.com Inc. (the “Company”) announced via a press release its preliminary results of operations for its quarter ended September 30, 2012. | d430509d8k.htm |
| 2012-10-22 | 8-K | 2012-10-21 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 22, 2012, the Company issued a press release announcing the execution of the Merger Agreement. | d425811d8k.htm |
| 2012-08-21 | 8-K | 2012-08-17 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On August 15, 2012, the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), relating to the previously announced acquisition of Inflection’s family history website, Archives.com, and certain other assets by the Company, expired. | d400014d8k.htm |
| 2012-07-25 | 8-K | 2012-07-25 | 2.02 Results of Operations and Financial Condition | 2.02 On July 25, 2012, Ancestry.com Inc. (the “Company”) announced via a press release its preliminary results of operations for its quarter ended June 30, 2012. | d384963d8k.htm |
| 2012-05-25 | 8-K | 2012-05-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 24, 2012, the Registrant held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). | d358864d8k.htm |
| 2012-05-17 | 8-K | 2012-05-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 15, 2012, Ancestry.com (the “Company”) increased its number of directors to nine and elected Paul Billings to fill the vacancy the increase created. | d353842d8k.htm |
| 2012-04-30 | 8-K | 2012-04-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 25, 2012, Ancestry.com Inc. (the “Company”), through its wholly-owned subsidiary Ancestry.com Operations Inc., entered into an asset purchase agreement (the “Purchase Agreement”) with Inflection LLC, a Nevada limited liability company (“Inflection”) to acquire Inflection’s family history website, Archives.com, and certain other assets for approximately $100 million in cash (the “Transaction”). | d344466d8k.htm |
| 2012-04-25 | 8-K | 2012-04-25 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On April 25, 2012, Ancestry.com Inc. (the “Company”) announced via a press release its preliminary results of operations for its quarter ended March 31, 2011. 8.01 On April 25, 2012, the Company announced a share repurchase program as approved by its Board of Directors (the “Share Repurchase Program”). | d339896d8k.htm |
| 2012-02-15 | 8-K | 2012-02-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 On February 13, 2012, the Board of Directors of the Ancestry.com Inc. (the “Company”) promoted Howard Hochhauser to Chief Operating Officer as well as Chief Financial Officer of the Company. 5.03 On February 13, 2012, the Board of Directors of the Company approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which were effective immediately. | d301052d8k.htm |
| 2012-02-15 | 8-K | 2012-02-15 | 2.02 Results of Operations and Financial Condition | 2.02 On February 15, 2012, the Registrant announced via a press release its preliminary results of operations for its quarter and year ended December 31, 2011. | d302031d8k.htm |
| 2012-01-05 | 8-K | 2012-01-05 | 2.02 Results of Operations and Financial Condition | 2.02 On January 5, 2012, Ancestry.com Inc. (the “Company”) announced via a press release selected preliminary results of operations for its quarter and year ended December 31, 2011. | d275344d8k.htm |
| 2011-10-26 | 8-K | 2011-10-26 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On October 26, 2011, Ancestry.com Inc. (the “Company”) announced via a press release its preliminary results of operations for its quarter ended September 30, 2011. 8.01 On October 26, 2011, the Company announced a share repurchase program as approved by its Board of Directors (the “Share Repurchase Program”). | c23658e8vk.htm |
| 2011-07-28 | 8-K | 2011-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2011, Ancestry.com Inc. (the “Company”) announced via a press release its preliminary results of operations for its quarter ended June 30, 2011. | c20522e8vk.htm |
| 2011-05-25 | 8-K | 2011-05-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 24, 2011, Ancestry.com Inc. (the “Registrant”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). | c17909e8vk.htm |
| 2011-05-11 | 8-K | 2011-05-09 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On May 10, 2011, Ancestry.com Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. Incorporated and Merrill Lynch Pierce, Fenner & Smith Incorporated, as underwriters, pursuant to which certain stockholders agreed to issue and sell 4,350,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $42.00 per share in an underwritten public offering (the “Offering”). 8.01 On May 11, 2011, the Company issued the press release included as Exhibit 99.1 to this report. | d82250e8vk.htm |
| 2011-05-06 | 8-K | 2011-05-06 | 7.01 Regulation FD Disclosure | 7.01 On May 5, 2011, Ancestry.com Inc. (the “Registrant”) filed a preliminary prospectus relating to a secondary offering of its common stock. | c16687e8vk.htm |
| 2011-05-04 | 8-K | 2011-05-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 2, 2011, Ancestry.com Inc. (the “Company”) received notification from David Rinn, the Company’s Senior Vice President of Strategy and Corporate Development, that he has elected to resign from the Company. | c16413e8vk.htm |
| 2011-04-28 | 8-K | 2011-04-28 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On April 28, 2011, Ancestry.com Inc. (the “Company”) announced via a press release its preliminary results of operations for its quarter ended March 31, 2011. 8.01 On April 28, 2011, the Board of Directors approved and announced a share repurchase program (the “Share Repurchase Program”). | c16136e8vk.htm |
| 2011-04-11 | 8-K | 2011-04-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 6, 2011, Ancestry.com Inc. (the “Company”) entered into a new employment letter with Timothy Sullivan, its President and Chief Executive Officer. | c15298e8vk.htm |
| 2011-02-24 | 8-K | 2011-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2011, the Registrant announced via a press release its preliminary results of operations for its quarter and full year ended December 31, 2010. | c13081e8vk.htm |
| 2011-02-22 | 8-K | 2011-02-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 16, 2011, Ancestry.com determined to alter the responsibilities of certain of its named executive officers. | c12739e8vk.htm |
| 2011-02-03 | 8-K | 2011-02-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 31, 2011, the Compensation Committee of the Board of Directors of Ancestry.com Inc (the “Company”) approved financial performance objectives under the Company’s Performance Incentive Program to serve as the basis for determining the Company-wide bonus pool to be paid under the program for 2011. | c11752e8vk.htm |
| 2011-01-20 | 8-K | 2011-01-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 20, 2011, Ancestry.com Inc. (the “Company”) increased its number of directors to eight and elected Michael Schroepfer to fill the vacancy the increase created. | c11228e8vk.htm |
| 2010-11-08 | 8-K | 2010-11-08 | 7.01 Regulation FD Disclosure | 7.01 On November 8, 2010, Ancestry.com Inc. (the “Registrant”) filed a preliminary prospectus relating to a secondary offering of its common stock. | d77556e8vk.htm |
| 2010-11-02 | 8-K | 2010-11-02 | 7.01 Regulation FD Disclosure | 7.01 On November 2, 2010, Ancestry.com Inc. (the “Registrant”) filed a registration statement on Form S-1 relating to a secondary offering of its common stock. | c07574e8vk.htm |
| 2010-10-28 | 8-K | 2010-10-28 | 2.02 Results of Operations and Financial Condition | 2.02 On October 28, 2010, the Registrant announced via a press release its preliminary results of operations for its quarter ended September 30, 2010. | c07354e8vk.htm |
| 2010-10-21 | 8-K | 2010-10-21 | 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 3.02 On October 20, 2010, Ancestry.com Inc. (the “Company”) completed the merger (the “Merger”) pursuant to the previously-announced Agreement and Plan of Merger, dated as of September 22, 2010 (the “Merger Agreement”), by and among the Company, Perrier Acquisition Corp., a wholly-owned subsidiary of the Company, iArchives, Inc. (“iArchives”) and certain stockholders of iArchives. 7.01 On October 21, 2010, the Company issued a press release announcing the closing of the Merger. | c06935e8vk.htm |
| 2010-09-23 | 8-K | 2010-09-23 | 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 3.02 On September 22, 2010, Ancestry.com Inc. (the “Company”), Perrier Acquisition Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), iArchives, Inc. (“iArchives”) and certain stockholders of iArchives entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company has agreed to acquire iArchives by means of a merger transaction (the “Merger”). 7.01 On September 23, 2010, the Company issued a press release announcing the signing of the Merger Agreement and the adoption of the Share Repurchase Program (as further described in Item 8.01 below). 8.01 The Company’s Board of Directors has approved a share repurchase program (the “Share Repurchase Program”) contingent on the signing of the Merger Agreement with respect to the acquisition of iArchives. | c06215e8vk.htm |
| 2010-09-13 | 8-K | 2010-09-13 | 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.02 On September 9, 2010, Ancestry.com Inc. (the “Company”) and certain subsidiaries terminated and paid off all amounts outstanding under the Credit and Guaranty Agreement dated as of December 5, 2007 (as amended or modified, the “Previous Credit Agreement”). 2.03 On September 9, 2010, in connection with the payoff of the term loan described in Item 1.02 above, the Company entered into a Credit Agreement among the Company, Ancestry.com Operations Inc., as the Borrower (the “Borrower”), and its domestic subsidiaries (which at September 9, 2010 was limited to TGN Services, LLC, a Delaware limited liability company and a wholly-owned indirect subsidiary of the Company), as guarantors (together with the Company, individually and collectively “Guarantors”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and certain other lenders (the “Credit Agreement”). | c05802e8vk.htm |
| 2010-07-29 | 8-K | 2010-07-29 | 2.02 Results of Operations and Financial Condition | 2.02 On July 29, 2010, the Registrant announced via a press release its preliminary results of operations for its quarter ended June 30, 2010. | c03943e8vk.htm |
| 2010-07-27 | 8-K | 2010-07-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 22, 2010, Ancestry.com Inc (the “Company”) entered into a new compensation arrangement with Joshua Hanna, in connection with his appointment to the position of Executive Vice President & Head of Global Marketing for the Company, which appointment was previously reported by Form 8-K filed June 17, 2010. | c03806e8vk.htm |
| 2010-06-17 | 8-K | 2010-06-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 14, 2010, Ancestry.com Inc. (the “Company”) appointed Joshua Hanna to the position of Executive Vice President and Head of Global Marketing. | c02547e8vk.htm |
| 2010-05-27 | 8-K | 2010-05-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 26, 2010, the Registrant held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”). | c01806e8vk.htm |
| 2010-04-29 | 8-K | 2010-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2010, the Registrant announced via a press release its preliminary results of operations for its quarter ended March 31, 2010. | c99813e8vk.htm |
| 2010-03-23 | 8-K | 2010-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 18, 2010, the Compensation Committee of the Board of Directors of Ancestry.com Inc (the “Company”) approved financial performance objectives under the Company’s Performance Incentive Program to serve as the basis for determining the Company-wide bonus pool to be paid under the program for 2010. | c98173e8vk.htm |
| 2010-02-18 | 8-K | 2010-02-18 | 2.02 Results of Operations and Financial Condition | 2.02 On February 18, 2010, the Registrant announced via a press release its preliminary results of operations for the fourth quarter and full year ended December 31, 2009. | c96530e8vk.htm |