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LEAF GROUP LTD. Form 8-K: Current report, 2014

LEAF GROUP LTD. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2014-12-01: Form 8-K; Period of report 2014-11-28; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
  • 2014-11-10: Form 8-K; Period of report 2014-11-07; Description 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
  • 2014-11-06: Form 8-K; Period of report 2014-11-01; Description 1.01 Entry into a Material Definitive Agreement.
  • 2014-10-24: Form 8-K/A; Period of report 2014-08-08; Description 9.01 Financial Statements and Exhibits; Details 9.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2014-12-018-K2014-11-281.02 Termination of a Material Definitive Agreement1.02 On November 28, 2014, Demand Media, Inc. (the “Company”) terminated (i) its Credit Agreement dated as of August 29, 2013 (the “Credit Agreement”), among the Company, as borrower, Silicon Valley Bank, as administrative agent, issuing lender and swingline lender, U.S. Bank National Association, as syndication agent, Silicon Valley Bank and U.S. Bank National Association, as joint arrangers and joint bookrunners, and the lenders from time to time party thereto; and (ii) its Guarantee and Collateral Agreement, dated as of August 29, 2013, made by the Company and certain subsidiaries of the Company party thereto in favor of Silicon Valley Bank, as administrative agent.a14-25292_18k.htm
2014-11-108-K2014-11-072.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersdmd-8k_20141110.htm
2014-11-068-K2014-11-011.01 Entry into a Material Definitive Agreementdmd-8k_20141101.htm
2014-10-248-K/A2014-08-089.01 Financial Statements and Exhibits9.01 (a) Financial Statements of Business Acquired.a14-22900_18ka.htm
2014-08-118-K2014-08-082.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure2.01 On August 8, 2014, Demand Media, Inc. (the “Company”) acquired Saatchi Online, Inc., a Delaware corporation (“Saatchi Online”), pursuant to an Agreement and Plan of Merger, dated as of August 8, 2014 (the “Merger Agreement”), by and among the Company, Gallery Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Saatchi Online and Shareholder Representative Services LLC as the Stockholder Representative, whereby Merger Sub was merged with and into Saatchi Online, with Saatchi Online surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”).
3.02 On August 8, 2014, the Company agreed to issue 1,049,964 shares of common stock of the Company to certain stockholders of Saatchi Online as partial consideration of the Company’s acquisition of Saatchi Online described in Item 2.01 above.
5.02 Effective following the closing of the Merger, Shawn Colo was appointed as a Class II member of the board of directors of the Company and Sean Moriarty was appointed as a Class III member of the board of directors of the Company.
7.01 On August 11, 2014, the Company issued a press release announcing Mr. Moriarty’s appointment as Chief Executive Officer of the Company and as a member of the board of directors, Mr. Colo’s change in title and appointment to the board of directors and the the acquisition of Saatchi Online.
a14-18788_18k.htm
2014-08-078-K2014-08-011.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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 Year1.01 Entry into a Material Definitive Agreement.
2.01 As described in Item 1.01, the Separation and Distribution were completed on August 1, 2014 pursuant to the Distribution Agreement.
5.02 In connection with the Separation, Taryn Naidu resigned as the Executive Vice President, Domain Services of the Company, effective August 1, 2014.
5.03 To effect the Reverse Stock Split, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware.
a14-18420_18k.htm
2014-08-078-K2014-08-072.02 Results of Operations and Financial Condition2.02 On August 7, 2014, Demand Media, Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter ended June 30, 2014.a14-18615_18k.htm
2014-08-048-K2014-08-018.01 Other Events8.01 On August 4, 2014, Demand Media, Inc. (the “Company”) issued a press release announcing the completion of the separation of Rightside Group, Ltd. (“Rightside”) from the Company.a14-18242_18k.htm
2014-07-158-K2014-07-158.01 Other Events8.01 On July 15, 2014, Demand Media, Inc. (the “Company”) issued a press release announcing that the U.S. Securities and Exchange Commission has declared the Registration Statement on Form 10 filed by Rightside Group, Ltd. (“Rightside”) effective, and that the Company’s Board of Directors (the “Board”) has approved the separation of Rightside from the Company via a tax-free dividend involving the distribution on August 1, 2014 of all outstanding shares of Rightside common stock to holders of record of the Company’s common stock as of close of business, New York City time, on July 25, 2014 (the “Distribution”).a14-17185_18k.htm
2014-07-148-K2014-07-092.01 Completion of Acquisition or Disposition of Assets2.01 On July 9, 2014, Demand Media, Inc., a Delaware corporation (the “Company”) completed the sale of substantially all of the assets relating to its Creativebug business to CB Acquisition, LLC, a Delaware limited liability company (“Buyer”) for $10.0 million in cash (the “Disposition”).dmd-8k_20140709.htm
2014-06-188-K2014-06-125.07 Submission of Matters to a Vote of Security Holdersdmd-8k_20140612.htm
2014-05-088-K2014-05-082.02 Results of Operations and Financial Conditiondmd-8k_20140508.htm
2014-03-038-K2014-02-283.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 As disclosed in a Current Report on Form 8-K filed by Demand Media, Inc. (the “Company”) on January 28, 2014, Robert Bennett resigned as a member of the Company’s Board of Directors (the “Board”) and the Audit Committee of the Board (the “Audit Committee”), effective as of the close of business on February 28, 2014.a14-7159_18k.htm
2014-02-258-K2014-02-252.02 Results of Operations and Financial Condition2.02 On February 25, 2014, Demand Media, Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter and fiscal year ended December 31, 2013.a14-6694_18k.htm
2014-01-288-K2014-01-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 24, 2014, Robert Bennett submitted his resignation as a member of the Board of Directors (the “Board”) of Demand Media, Inc. (the “Company”) effective as of February 28, 2014, which is the date that the Company currently expects to substantially complete its audit for the fiscal year ending December 31, 2013.a8-kbennettresignation.htm
2014-01-138-K2014-01-137.01 Regulation FD Disclosure; 8.01 Other Events7.01 On January 13, 2014, Demand Media, Inc. (the “Company”) posted an investor presentation containing information about Rightside Group, Ltd. (“Rightside”), a wholly owned subsidiary of the Company that will become a stand-alone public company pursuant to the Company’s planned separation of its domain name services business from its content and media business, as discussed in further detail below.
8.01 On January 13, 2014, the Company issued a press release announcing the filing of a Registration Statement on Form 10 (the “Form 10”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s planned separation of its domain name services business from its content and media business.
a13-22002_38k.htm