COMMERCEHUB, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-05-21: Form 8-K; Period of report 2018-05-21; Description 1.02 Termination of a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
- 2018-05-21: Form 8-K; Period of report 2018-05-18; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2018-05-18: Form 8-K; Period of report 2018-05-18; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2018-05-08: Form 8-K; Period of report 2018-05-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-05-21 | 8-K | 2018-05-21 | 1.02 Termination of a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 At the effective time (the “Effective Time”) of the Merger, pursuant to the Merger Agreement, a subsidiary of CommerceHub, as the borrower, terminated its Credit Agreement , dated as of June 28, 2016, by and among such subsidiary, the financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 2.01 The information provided in the Introduction section of this Current Report on Form 8-K is incorporated by reference herein. 3.01 In connection with the completion of the Merger, CommerceHub notified the NASDAQ Stock Market LLC (“NASDAQ”) of its intent to remove the CommerceHub Series A common stock and the CommerceHub Series C common stock from listing on NASDAQ and requested that NASDAQ file a notice of removal from listing on Form 25 with the SEC to delist such securities. 3.03 Pursuant to the Merger Agreement, at the Effective Time, stock options with respect to shares of CommerceHub common stock, whether or not vested and exercisable, that were outstanding and unexercised immediately prior to the Effective Time were automatically cancelled and the holder thereof is entitled to receive an amount in cash equal to the product of (1) the aggregate number of shares of CommerceHub common stock that were issuable upon exercise or settlement of such stock option immediately prior to the effective time and (2) the excess, if any, of $22.75 over the per-share exercise price of such stock option, less applicable tax withholding. 5.01 The information set forth in the Introduction, Item 2.01 above and Items 5.02 and 5.03 below is incorporated herein by reference. 5.02 In connection with the consummation of the Merger, all of the directors of CommerceHub resigned from their positions as directors of CommerceHub, effective as of the Effective Time. 5.03 The information set forth in the Introduction is incorporated herein by reference. 7.01 On May 21, 2018, CommerceHub, GTCR and Sycamore issued a joint press release announcing the completion of the Merger. | a18-13930_38k.htm |
| 2018-05-21 | 8-K | 2018-05-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously announced, on March 5, 2018, CommerceHub, Inc., a Delaware corporation (“CommerceHub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among CommerceHub, Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), and Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge (the “Merger”) with and into CommerceHub, with CommerceHub continuing as the surviving corporation and a wholly owned subsidiary of Parent. | a18-13930_48k.htm |
| 2018-05-18 | 8-K | 2018-05-18 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on March 5, 2018, CommerceHub, Inc., a Delaware corporation (“CommerceHub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among CommerceHub, Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), and Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge (the “Merger”) with and into CommerceHub, with CommerceHub continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent. | a18-13806_18k.htm |
| 2018-05-08 | 8-K | 2018-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2018, CommerceHub, Inc. (the “Company”) issued a press release (the “Earnings Release”) disclosing information regarding the Company’s results of operations for the three months ended March 31, 2018, the Company’s financial condition as of March 31, 2018 and certain other financial and operating information. | a8-kchubq42018earningsrele.htm |
| 2018-05-07 | 8-K | 2018-05-07 | 8.01 Other Events | 8.01 On May 7, 2018, the following disclosure was filed by CommerceHub, Inc. (the “Company” or “CommerceHub”) as a supplement (the “Supplement”) to the definitive proxy statement filed by CommerceHub with the Securities and Exchange Commission (the “SEC”) on April 18, 2018 (the “Proxy Statement”) in connection with the solicitation of proxies by the Company’s board of directors for the Special Meeting of Stockholders to be held on May 18, 2018 and any adjournment or postponement thereof (the “Special Meeting”). | a18-13007_18k.htm |
| 2018-03-09 | 8-K | 2018-03-05 | 1.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant | 1.01 Entry into a Material Definitive Agreement. 5.01 The information contained in Item 1.01 above is incorporated by reference herein. | a18-7501_28k.htm |
| 2018-03-06 | 8-K | 2018-03-06 | 8.01 Other Events | 8.01 On March 6, 2018, CommerceHub, Inc. (“CommerceHub”) issued a press release announcing the execution of an Agreement and Plan of Merger, dated as of March 5, 2018, by and among CommerceHub, Great Dane Parent, LLC (“Parent”), and Great Dane Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | a18-7501_18k.htm |
| 2018-02-28 | 8-K | 2018-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2018, CommerceHub, Inc. (the “Company”) issued a press release (the “Earnings Release”) disclosing information regarding the Company’s results of operations for the three months and full year ended December 31, 2017, the Company’s financial condition as of December 31, 2017 and certain other financial and operating information. | a8-kchubq42017earningsrele.htm |
| 2018-02-07 | 8-K | 2018-02-07 | 7.01 Regulation FD Disclosure | 7.01 On February 7, 2018, CommerceHub, Inc. (“CommerceHub”) issued a press release, attached hereto as Exhibit 99.1, announcing that it will issue its financial results for the three months and fiscal year ended December 31, 2017 after the market close on Wednesday, February 28, 2018. | chub8-kxq4_fy172017savethe.htm |
| 2017-12-18 | 8-K | 2017-12-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On December 14, 2017, Mark Greenquist notified the board of directors (the “Board”) of CommerceHub, Inc. (the “Company”) of his decision to resign as Chief Financial Officer and Treasurer of the Company effective immediately but to remain with the Company in a non-officer advisory capacity through December 31, 2017. 7.01 On December 18, 2017, the Company issued a press release, attached hereto as Exhibit 99.1, announcing Mr. Greenquist’s resignation from the Company and Mr. Trimarchi’s appointment as the Company’s Chief Financial Officer and Treasurer. | a17-28573_18k.htm |
| 2017-11-08 | 8-K | 2017-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2017, CommerceHub, Inc. (the “Company”) issued a press release (the “Earnings Release”) disclosing information regarding the Company’s results of operations for the three months ended September 30, 2017, the Company’s financial condition as of September 30, 2017 and certain other financial and operating information. | chub8-kxq32017earningsrele.htm |
| 2017-10-25 | 8-K | 2017-10-25 | 7.01 Regulation FD Disclosure | 7.01 On October 25, 2017, CommerceHub, Inc. (“CommerceHub”) issued a press release, attached hereto as Exhibit 99.1, announcing that it will issue its financial results for the three months ended September 30, 2017 after the market close on Wednesday, November 8, 2017. | chub8-kxq32017earningscall.htm |
| 2017-08-02 | 8-K | 2017-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 On August 2, 2017, CommerceHub, Inc. (the “Company”) issued a press release (the “Earnings Release”) disclosing information regarding the Company’s results of operations for the three months ended June 30, 2017, the Company’s financial condition as of June 30, 2017 and certain other financial and operating information. | chub8-kxq22017earningsrele.htm |
| 2017-07-19 | 8-K | 2017-07-19 | 7.01 Regulation FD Disclosure | 7.01 On July 19, 2017, CommerceHub, Inc. (“CommerceHub”) issued a press release, attached hereto as Exhibit 99.1, announcing that it will issue its financial results for the three months ended June 30, 2017 after the market close on Wednesday, August 2, 2017. | chub8-kxq22017earningscall.htm |
| 2017-06-19 | 8-K | 2017-06-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the annual meeting of stockholders of CommerceHub, Inc. (the “Company”) held on June 16, 2017, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Mark Cattini, David Goldhill and Chad Hollingsworth to continue serving as Class I members of the Company’s board of directors until the 2020 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 (the “accounting firm ratification proposal”); and (3) a proposal to approve the Second Amended and Restated CommerceHub, Inc. 2016 Omnibus Incentive Plan (the “incentive plan proposal”). | a8-kxdatedjune162017.htm |
| 2017-05-10 | 8-K | 2017-05-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 9, 2017, Michael Trimarchi, previously the Chief Accounting Officer of CommerceHub, Inc. (the “Company”), was promoted to the role of Chief Commercial Officer. | a8-kxdatedmay102017.htm |
| 2017-05-08 | 8-K | 2017-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2017, CommerceHub, Inc. (the “Company”) issued a press release (the “Earnings Release”) disclosing information regarding the Company’s results of operations for the three months ended March 31, 2017, the Company’s financial condition as of March 31, 2017 and certain other financial and operating information. | chub8-kxq12017earningsrele.htm |
| 2017-04-24 | 8-K | 2017-04-24 | 7.01 Regulation FD Disclosure | 7.01 On April 24, 2017, CommerceHub, Inc. (“CommerceHub”) issued a press release, attached hereto as Exhibit 99.1, announcing that it will issue its financial results for the three months ended March 31, 2017 after the market close on Monday, May 8, 2017. | chub8-kxq12017earningscall.htm |
| 2017-02-21 | 8-K | 2017-02-21 | 7.01 Regulation FD Disclosure | 7.01 On February 20, 2017, CommerceHub, Inc. (“CommerceHub” or the “Company”) issued a press release, attached hereto as Exhibit 99.1, announcing that its Chief Financial Officer, Mark Greenquist, will participate in a fireside chat presentation at the Pacific Crest Emerging Technology Summit being held on Wednesday, March 1, 2017, at 9:30 a.m. | a8-kxfeb202017pressrelease.htm |
| 2017-02-15 | 8-K | 2017-02-15 | 2.02 Results of Operations and Financial Condition | 2.02 On February 15, 2017, CommerceHub, Inc. (the “Company”) issued a press release (the “Earnings Release”) disclosing information regarding the Company’s results of operations for the three months and full year ended December 31, 2016, the Company’s financial condition as of December 31, 2016 and certain other financial and operating information. | chub8-kxq42016earningsrele.htm |
| 2017-02-01 | 8-K | 2017-02-01 | 7.01 Regulation FD Disclosure | 7.01 On February 1, 2017, CommerceHub, Inc. (“CommerceHub”) issued a press release, attached hereto as Exhibit 99.1, announcing that it will issue its financial results for the three months and full year ended December 31, 2016 after the market close on Wednesday, February 15, 2017. | chub8-kxq42016earningscall.htm |
| 2016-11-07 | 8-K | 2016-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2016, CommerceHub, Inc. (the “Company”) issued a press release (the “Earnings Release”) disclosing information regarding the Company’s results of operations for the three and nine months ended September 30, 2016, the Company’s financial condition as of September 30, 2016 and certain other financial and operating information. | chub8-kxq32016earningsrele.htm |
| 2016-10-27 | 8-K | 2016-10-27 | 7.01 Regulation FD Disclosure | 7.01 On October 27, 2016, CommerceHub, Inc. (“CommerceHub” or the “Company”) issued a press release, attached hereto as Exhibit 99.1, announcing that its Founder, President and CEO, Frank Poore, will present at the Liberty Interactive Corporation (“Liberty Interactive”) annual Investor Meeting being held on Thursday, November 10, 2016, with presentations beginning at 12:15 p.m., Eastern Time, in New York, NY, during which Mr. Poore will discuss the Company’s financial and operating performance and strategy, among other topics, which may include future opportunities. | chub8-kx10272016pressrelea.htm |
| 2016-10-24 | 8-K | 2016-10-24 | 7.01 Regulation FD Disclosure | 7.01 On October 24, 2016, CommerceHub, Inc. (“CommerceHub”) issued a press release, attached hereto as Exhibit 99.1, announcing that it will issue its financial results for the three months ended September 30, 2016 after the market close on Monday, November 7, 2016. | chub8-kxq32016earningscall.htm |
| 2016-08-22 | 8-K | 2016-08-22 | 2.02 Results of Operations and Financial Condition | 2.02 On August 22, 2016, CommerceHub, Inc. (the “Company”) issued a press release (the “Earnings Release”) disclosing information regarding the Company’s results of operations for the three and six months ended June 30, 2016, the Company’s financial condition as of June 30, 2016 and certain other financial and operating information. | a16-17274_18k.htm |
| 2016-08-16 | 8-K | 2016-08-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 11, 2016, Eric Best, Chief Strategy Officer of CommerceHub, Inc. (the “Company”), provided notice of his resignation to the Company, effective September 2, 2016. | a16-16851_18k.htm |
| 2016-08-04 | 8-K | 2016-08-04 | 7.01 Regulation FD Disclosure | 7.01 On August 4, 2016, CommerceHub, Inc. (“CommerceHub”) issued a press release, attached hereto as Exhibit 99.1, announcing it will issue its second quarter 2016 financial results for the period ended June 30, 2016 after the close of the market on Monday, August 22, 2016. | a16-16225_18k.htm |
| 2016-08-02 | 8-K | 2016-08-01 | 7.01 Regulation FD Disclosure | 7.01 On August 1, 2016, CommerceHub, Inc. (the “Company”) issued a press release regarding the number of shares of its Series A common stock, Series B common stock and Series C common stock outstanding after its spin-off (the “Spin-Off”) from Liberty Interactive Corporation on July 22, 2016. | a16-15901_18k.htm |
| 2016-07-26 | 8-K | 2016-07-21 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 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; 8.01 Other Events | 2.01 On July 22, 2016 at 5:00 p.m., New York City time (the “Effective Time”), Liberty Interactive Corporation (“Liberty”) completed its previously announced spin-off (the “Spin-Off”) of its former wholly-owned subsidiary CommerceHub, Inc. (the “Company”). 5.02 In connection with the closing of the Spin-Off, Gregory B. Maffei resigned from the Company’s board of directors, effective immediately prior to the Effective Time. 5.03 On July 21, 2016, the Company filed its Restated Certificate of Incorporation (the “Restated Charter”) with the Delaware Secretary of State, which was effective as of 8:03 a.m. 8.01 On July 22, 2016, Liberty issued a press release (the “Press Release”) announcing the completion of the Spin-Off. | a16-15485_18k.htm |
| 2016-07-21 | 8-K | 2016-07-20 | 8.01 Other Events | 8.01 On July 20, 2016, Liberty Interactive Corporation (“LIC”) issued a press release (the “press release”) announcing information regarding the when-issued trading, ex-dividend date, and trading tier information relating to LIC’s upcoming spin-off of CommerceHub, Inc. The press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01. | a16-4405_108k.htm |