RIGHTSIDE GROUP, LTD. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-07-28: Form 8-K; Period of report 2017-07-27; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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; Details 1.02.
- 2017-07-27: Form 8-K; Period of report 2017-07-27; Description 8.01 Other Events; Details 8.01.
- 2017-07-17: Form 8-K; Period of report 2017-07-15; Description 8.01 Other Events; Details 8.01.
- 2017-07-07: Form 8-K; Period of report 2017-07-06; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-07-28 | 8-K | 2017-07-27 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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 | 1.02 On July 28, 2017, in connection with the consummation of the Merger, the Company terminated its Credit Agreement, dated as of August 1, 2014 (as amended, the “Terminated Credit Agreement”), by and among the Company, certain subsidiaries of the Company as co-borrowers and guarantors, and Silicon Valley Bank. 2.01 The information set forth under the “Introductory Note” is incorporated by reference herein. 2.03 In connection with the Merger, the Company and certain of its domestic subsidiaries have guaranteed Parent’s obligations under the Parent Credit Agreement, which provides for a secured term loan facility in an aggregate principal amount of $85,000,000, a secured revolving loan facility in an aggregate principal amount of up to $25,000,000, and a letter of credit facility, which is a sublimit of and not in addition to the revolving loan facility, of up to $20,000,000, with the Parent’s obligations under the Parent Credit Agreement secured by a pledge of a security interest in substantially all of the assets of Parent. 3.01 On July 28, 2017, in connection with the Merger, the Company notified NASDAQ of its intent to remove the Shares from listing on the NASDAQ Global Select Market and requested NASDAQ to file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist and deregister the Shares. 3.03 The information set forth in the Introductory Note and under Items 2.01, 5.01 and 5.03 is incorporated by reference herein. 5.01 The information set forth under the “Introductory Note” and under Item 2.01 is incorporated by reference herein. 5.02 Consistent with the terms of the Merger Agreement, on July 28, 2017, the board of directors of Purchaser, which consisted of Bruce Jaffe, David Rostov and Alvaro Alvarez, became the board of directors of the Company following the Merger, and the officers of Purchaser, which consisted of Bruce Jaffe as President, David Rostov as Treasurer and Vice President, and Alvaro Alvarez as Secretary and Vice President, became the officers of the Company following the Merger. 5.03 In connection with the consummation of the Merger, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated so as to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which exhibits are incorporated herein by reference. | d432332d8k.htm |
| 2017-07-27 | 8-K | 2017-07-27 | 8.01 Other Events | 8.01 As previously announced, on June 13, 2017, Rightside Group, Ltd. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Donuts Inc. (“Parent”) and DTS Sub Inc. (“Purchaser”). | d432451d8k.htm |
| 2017-07-17 | 8-K | 2017-07-15 | 8.01 Other Events | 8.01 As previously announced, on June 13, 2017, Rightside Group, Ltd. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Donuts Inc. (“Parent”) and DTS Sub Inc. (“Purchaser”). | d410228d8k.htm |
| 2017-07-07 | 8-K | 2017-07-06 | 8.01 Other Events | 8.01 As previously announced, on June 13, 2017, Rightside Group, Ltd. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Donuts Inc. (“Parent”) and DTS Sub Inc. (“Purchaser”). | d318538d8k.htm |
| 2017-06-14 | 8-K | 2017-06-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d404946d8k.htm |
| 2017-06-07 | 8-K | 2017-06-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On June 5, 2017, David E. Panos, the Chairman of the board of directors of Rightside Group, Ltd. (the “Company”), entered into an agreement (the “Chairman Agreement”) with the Company effective June 3, 2017 relating to his services to the Company as Chairman, and in other capacities. | name-8k_20170602.htm |
| 2017-05-09 | 8-K | 2017-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2017, Rightside Group, Ltd. (“Rightside”) issued a press release announcing financial results for its fiscal quarter ended March 31, 2017. | name-8k_20170509.htm |
| 2017-03-10 | 8-K | 2017-03-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | name-8k_20170306.htm | |
| 2017-02-28 | 8-K | 2017-02-28 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On February 28, 2017, Rightside Group, Ltd. (“Rightside”) issued a press release announcing financial results for its fiscal quarter and fiscal year ended December 31, 2016. 8.01 On February 28, 2017, Rightside announced the institution of a share repurchase program pursuant to which the Company may purchase up to $50 million of its common stock. | name-8k_20170228.htm |
| 2017-01-23 | 8-K | 2017-01-23 | 7.01 Regulation FD Disclosure | name-8k_20170123.htm | |
| 2017-01-23 | 8-K | 2017-01-20 | 2.01 Completion of Acquisition or Disposition of Assets; 2.05 Costs Associated with Exit or Disposal Activities | name-8k_20170120.htm | |
| 2017-01-20 | 8-K | 2017-01-20 | 1.01 Entry into a Material Definitive Agreement | name-8k_20170120.htm | |
| 2016-11-08 | 8-K | 2016-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2016, Rightside Group, Ltd. (“Rightside”) issued a press release announcing financial results for its fiscal quarter ended September 30, 2016. | name-8k_20161108.htm |
| 2016-08-26 | 8-K | 2016-08-22 | 1.01 Entry into a Material Definitive Agreement | name-8k_20160822.htm | |
| 2016-08-09 | 8-K | 2016-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2016, Rightside Group, Ltd. (“Rightside”) issued a press release announcing financial results for its fiscal quarter ended June 30, 2016. | name-8k_20160809.htm |
| 2016-08-02 | 8-K | 2016-07-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On July 28, 2016, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Rightside Group, Ltd. (the “Company”) amended its director compensation plan for its non-employee directors based on guidelines provided by Compensia, Inc., the Company’s independent compensation consultant, as set forth below. 8.01 On July 30, 2016, the Nominating and Corporate Governance Committee of the Board of the Company adopted the Non-Employee Director Stock Ownership Policy (the “Policy”) to more closely align the interests of its directors with those of its stockholders. | name-8k_20160728.htm |
| 2016-07-20 | 8-K | 2016-07-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | name-8k_20160720.htm | |
| 2016-06-03 | 8-K | 2016-06-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 2, 2016, Rightside Group, Ltd. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) at the Woodmark Hotel located at 1200 Carillon Point, Kirkland, Washington 98033. | name-8k_20160602.htm |
| 2016-05-10 | 8-K | 2016-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2016, Rightside Group, Ltd. (“Rightside”) issued a press release announcing financial results for its fiscal quarter ended March 31, 2016. | name-8k_20160510.htm |
| 2016-04-15 | 8-K | 2016-04-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | name-8k_20160418.htm | |
| 2016-04-04 | 8-K | 2016-03-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | name-8k_20160330.htm |
| 2016-02-16 | 8-K | 2016-02-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | name-8k_20160211.htm | |
| 2016-02-16 | 8-K | 2016-02-16 | 2.02 Results of Operations and Financial Condition | 2.02 On February 16, 2016, Rightside Group, Ltd. (“Rightside”) issued a press release announcing financial results for its fiscal quarter and fiscal year ended December 31, 2015. | name-8k_20160216.htm |
| 2016-02-04 | 8-K | 2016-01-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | name-8k_20160129.htm |
| 2015-11-09 | 8-K | 2015-11-05 | 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 | name-20151105x8k.htm | |
| 2015-08-04 | 8-K | 2015-08-04 | 2.02 Results of Operations and Financial Condition | name-20150804x8k.htm | |
| 2015-08-03 | 8-K | 2015-07-31 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | name-20150731x8k.htm | |
| 2015-07-02 | 8-K | 2015-06-30 | 1.01 Entry into a Material Definitive Agreement | name-20150630x8k.htm | |
| 2015-06-26 | 8-K | 2015-06-24 | 1.01 Entry into a Material Definitive Agreement | name-20150624x8k.htm | |
| 2015-06-08 | 8-K | 2015-06-04 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 4, 2015, Rightside Group, Ltd. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at the Woodmark Hotel located at 1200 Carillon Point, Kirkland, Washington 98033. | name-20150604x8k.htm |
| 2015-06-04 | 8-K | 2015-05-29 | 1.01 Entry into a Material Definitive Agreement | name-20150529x8k.htm | |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition | name-20150507x8k.htm | |
| 2015-02-20 | 8-K | 2015-02-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 13, 2015, the Compensation Committee (the “Committee”) of the board of directors of Rightside Group, Ltd. (the “Company”) approved the payment of bonus compensation, which will be paid in a combination of cash award and equity bonus awards to the named executive officers. | name-20150213x8k.htm |
| 2015-02-19 | 8-K | 2015-02-19 | 2.02 Results of Operations and Financial Condition | name-20150219x8k.htm | |
| 2015-02-06 | 8-K | 2015-02-04 | 1.01 Entry into a Material Definitive Agreement | name-20150204x8k.htm | |
| 2014-11-07 | 8-K | 2014-11-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The board of directors of Rightside Group, Ltd. (the “Company”) approved adjustments to the compensation of Taryn Naidu and Tracy Knox in connection with the compensation committee’s review, in consultation with the Company’s independent compensation consultant, Compensia, Inc., of the compensation of the Company’s management in comparison to peer companies. | a14-23754_18k.htm |
| 2014-11-06 | 8-K | 2014-11-06 | 2.02 Results of Operations and Financial Condition | name-20141106x8k.htm | |
| 2014-11-04 | 8-K | 2014-10-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The compensation committee of the board of directors of Rightside Group, Ltd. (the “Company”), in consultation with the Company’s independent compensation consultant, Compensia, Inc., reviewed the compensation of the Company’s management, including its named executive officers, in comparison to peer companies. | a14-23643_18k.htm |
| 2014-10-17 | 8-K | 2014-10-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a14-22277_18k.htm |
| 2014-08-28 | 8-K | 2014-08-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 25, 2014, the board of directors of Rightside Group, Ltd. (the “Company” or “Rightside”) appointed Diane M. Irvine and Shawn J. Colo as directors of the Company, filling the two vacancies on the Company’s board of directors, effective immediately. | a14-20106_18k.htm |
| 2014-08-26 | 8-K | 2014-08-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a14-20023_18k.htm |
| 2014-08-15 | 8-K | 2014-08-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a14-19074_18k.htm |
| 2014-08-07 | 8-K | 2014-08-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 On August 1, 2014, Rightside Group, Ltd. (the “Company”), its domestic subsidiaries Rightside Operating Co. and eNom, Incorporated (together with the Company, the “U.S. Borrowers”) and its foreign subsidiaries DMIH Limited, United TLD Holdco Ltd. and Rightside Domains Europe Limited (collectively, the “Non-U.S. Borrowers” and together with the U.S. Borrowers, the “Borrowers”) entered into a credit agreement and related security and other agreements for a $30,000,000 senior secured revolving loan facility (the “SVB Credit Facility”) with Silicon Valley Bank (“SVB”) as lender, including a subfacility of $15,000,000 available for the issuance of letters of credit. 3.02 On August 6, 2014, in connection with the Tennenbaum Credit Facility, the Company entered into a warrant purchase agreement (the “Purchase Agreement”) with each of Special Value Continuation Partners, LP and Tennenbaum Opportunities Fund VI, LLC, the lenders to the Tennenbaum Credit Facility, pursuant to which the Company agreed to sell warrants to purchase up to an aggregate of 997,710 shares of common stock to such lenders (the “Warrants”). | a14-18525_18k.htm |
| 2014-08-07 | 8-K | 2014-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2014, Rightside Group, Ltd. (the “Company”) issued a press release announcing financial results for its fiscal quarter ended June 30, 2014. | a14-18525_28k.htm |
| 2014-08-04 | 8-K | 2014-07-31 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 Entry into a Material Definitive Agreement. 5.01 The description of the Separation included in Item 1.01 is incorporated by reference into this Item 5.01. 5.02 On August 1, 2014, in connection with the Separation, David E. Panos, Richard C. Spalding and Robert J. Majteles joined the Company’s Board of Directors. 5.03 On July 31, 2014, the Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated its Bylaws (the “Amended and Restated Bylaws”). | a14-18319_18k.htm |