EDGAR ONLINE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-08-15: Form 8-K; Period of report 2012-08-14; 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; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2012-07-09: Form 8-K; Period of report 2012-07-09; Description 8.01 Other Events; Details 8.01.
- 2012-07-03: Form 8-K; Period of report 2012-06-29; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2012-05-23: Form 8-K; Period of report 2012-05-21; Description 1.01 Entry into a Material Definitive Agreement; 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; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-08-15 | 8-K | 2012-08-14 | 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; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 On August 14, 2012, in connection with the Merger, EDGAR Online repaid in full all outstanding loans, together with interest and all other amounts, if any, due in connection with such repayment under the Amended and Restated Loan and Security Agreement, dated as of February 28, 2012, as amended, by and among EDGAR Online and UBmatrix, Inc., a Washington corporation, as co-borrowers and Silicon Valley Bank, a California corporation (“SVB”), as lender (the “Loan Agreement”) and terminated the Loan Agreement. 2.01 On August 14, 2012, EDGAR Online and RR Donnelley consummated the transactions contemplated by the Merger Agreement. 3.01 As contemplated by the Merger Agreement, on August 14, 2012, EDGAR Online notified the NASDAQ Stock Market (“NASDAQ”) of EDGAR Online’s intent to remove its Common Stock from listing on NASDAQ and requested that the NASDAQ file with the Securities and Exchange Commission an application on Form 25 to report that the shares of Common Stock are no longer listed on NASDAQ. 3.03 The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 Pursuant to the terms of the Merger Agreement, each member of the board of directors of EDGAR Online resigned immediately prior to the Effective Time, and Robert J. Farrell and David J. Price resigned from each of their respective positions as officers of EDGAR Online. 5.03 At the Effective Time and pursuant to the Merger Agreement, the certificate of incorporation and bylaws of EDGAR Online were amended and restated to be in the form attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. 5.07 On August 14, 2012, EDGAR Online held a special meeting of stockholders to consider and vote on a proposal to adopt the Merger Agreement. | d396063d8k.htm |
| 2012-07-09 | 8-K | 2012-07-09 | 8.01 Other Events | 8.01 On July 9, 2012, EDGAR® Online, Inc. (the “Company”) issued a press release announcing that it has received notice from the United States Federal Trade Commission of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the previously announced merger of EDGAR® Online, Inc. and R.R. Donnelley & Sons Company. | d379270d8k.htm |
| 2012-07-03 | 8-K | 2012-06-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 29, 2012 (the “Amendment Date”), EDGAR Online, Inc. (the “Company”) entered into a First Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”) with Silicon Valley Bank (“SVB”), which serves to amend that certain Amended and Restated Loan and Security Agreement dated February 28, 2012 (the “Agreement”) between the Company and SVB. | d374749d8k.htm |
| 2012-05-23 | 8-K | 2012-05-21 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 Entry into a Material Definitive Agreement. 5.02 Mr. Robert J. Farrell, the Company’s President and Chief Executive Officer, as well as a member of the Company Board, is party to an Employment Agreement with the Company, dated March 1, 2011 (the “Employment Agreement”). 7.01 On May 22, 2012, the Company issued a press release announcing its entry into the Merger Agreement. | d357330d8k.htm |
| 2012-05-02 | 8-K | 2012-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2012, EDGAR Online, Inc. issued a press release announcing its financial results for the first quarter of 2012. | d342296d8k.htm |
| 2012-04-19 | 8-K | 2012-04-18 | 8.01 Other Events | 8.01 As previously disclosed, on March 15, 2012, EDGAR Online, Inc. (the “Company”), appeared before the Nasdaq Listing Qualifications Panel (the “Panel”), to appeal the previously disclosed determination of the Nasdaq staff that the Company’s common stock should be delisted from The Nasdaq Stock Market because the market value of the Company’s listed securities had not regained compliance with the minimum requirement for continued listing. | d337375d8k.htm |
| 2012-03-20 | 8-K | 2012-03-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on September 16, 2011, EDGAR Online, Inc. (the “Company”) received a notice from The NASDAQ Stock Market stating that the bid price of the Company’s common stock was below $1.00 per share for 30 consecutive business days and that, as a result, the Company no longer met the NASDAQ Capital Market’s minimum bid price requirement for continued listing set forth in Listing Rule 5550(a)(2). | d318705d8k.htm |
| 2012-03-02 | 8-K | 2012-02-28 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On February 28, 2012 (the “Effective Date”), EDGAR Online, Inc. (the “Company”) entered into an Amended and Restated Loan and Security Agreement (the “Amended Agreement”) with Silicon Valley Bank (“SVB”), as Lender, which serves to amend that certain Loan and Security Agreement dated May 3, 2011 (the “Original Agreement”) between the Company and SVB. 1.02 The information set forth in Item 1.01 above regarding the amendment and restatement of the Original Agreement is incorporated herein by reference. 2.02 On March 2, 2012, EDGAR Online, Inc. issued a press release announcing its financial results for the fourth quarter of 2011 and the year then ended. 2.03 The information set forth in Item 1.01 above is incorporated herein by reference. | d310013d8k.htm |
| 2012-01-23 | 8-K | 2012-01-18 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On January 18, 2012, EDGAR Online, Inc. (the “Company”), received a written notice from The Nasdaq Stock Market indicating the Nasdaq staff’s determination that the market value of the Company’s listed securities had not regained compliance with the minimum requirement for continued listing set forth in Listing Rule 5550(b)(2) during the 180-day period provided by Nasdaq to the Company in July 2011. | d287144d8k.htm |