LEAF GROUP LTD. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-06-14: Form 8-K; Period of report 2021-06-14; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2021-06-11: Form 8-K; Period of report 2021-06-10; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2021-06-04: Form 8-K; Period of report 2021-06-04; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2021-06-03: Form 8-K; Period of report 2021-06-03; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-06-14 | 8-K | 2021-06-14 | 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; 8.01 Other Events | 2.01 The Merger became effective at 8:05 a.m. 3.01 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth under Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 As of the Effective Time, in accordance with the Merger Agreement, each of Sean Moriarty, Deborah A. Benton, Jennifer Schulz, Beverly K. Carmichael, Rob Krolik, Suzanne Hopgood and Harold Logan resigned from the Company’s board of directors and all committees thereof. 5.03 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. 8.01 On June 14, 2021, Parent issued a press release announcing the completion of the Merger, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference. | tm2119566d1_8k.htm |
| 2021-06-11 | 8-K | 2021-06-10 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 As previously disclosed, Leaf Group Ltd. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 3, 2021, by and among Graham Holdings Company, a Delaware corporation (“Parent”), Pacifica Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). 8.01 On June 10, 2021, the Company issued a press release announcing adoption of the Merger Agreement by the Company’s stockholders at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | tm2119343d1_8k.htm |
| 2021-06-04 | 8-K | 2021-06-04 | 7.01 Regulation FD Disclosure | 7.01 On June 4, 2021, Leaf Group Ltd. (the “Company”) issued the press release attached to this Form 8-K as Exhibit 99.1 relating to the pending merger with Graham Holdings Company. | tm212618d12_8k.htm |
| 2021-06-03 | 8-K | 2021-06-03 | 8.01 Other Events | 8.01 As previously disclosed, Leaf Group Ltd. (“Leaf Group” or the “Company”) entered into an Agreement and Plan of Merger, dated April 3, 2021, by and among Graham Holdings Company (“Parent”), Pacifica Merger Sub, Inc., a wholly owned subsidiary of Parent (“merger subsidiary”) and the Company, pursuant to which the merger subsidiary will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). | tm212618d10_8k.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, Leaf Group Ltd. (the “Company”) issued a press release announcing financial results for its quarter ended March 31, 2021. | leaf-20210506x8k.htm |
| 2021-04-05 | 8-K | 2021-04-03 | 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 To induce certain officers and employees of the Company to continue their employment and to encourage them to exert their best efforts toward the closing of the Merger, the Company Board approved the Leaf Group Ltd. Retention Plan (the “Retention Program”). 8.01 On April 5, 2021, the Company issued a press release announcing its entry into the Merger Agreement. | tm2111917d1_8k.htm |
| 2021-02-25 | 8-K | 2021-02-25 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 25, 2021, Leaf Group Ltd. (the “Company”) issued a press release announcing financial results for its quarter and fiscal year ended December 31, 2020. 7.01 From time to time, representatives of the Company have made, and will in the future make, presentations to industry groups, members of the investment community and other interested parties at conferences, in one-on-one meetings, or in other settings. | leaf-20210225x8k.htm |
| 2021-01-06 | 8-K | 2021-01-06 | 2.02 Results of Operations and Financial Condition | 2.02 On January 6, 2021, Leaf Group Ltd. (the “Company”) issued a press release announcing its preliminary financial performance for its quarter ended December 31, 2020. | leaf-20210106x8k.htm |