8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 26, 2019

AMBER ROAD, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-36360	22-2590301
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

One Meadowlands Plaza

East Rutherford, New Jersey  07073

 (Address of principal executive offices)

Registrant’s telephone number:  (201) 935-8588

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).
Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑

Item 7.01. Regulation FD Disclosure

Amber Road, Inc. (the “Company”) has prepared presentation materials (the “Presentation Materials”) that management intends to use from time to time on and after February 26, 2019, in presentations about the Company’s operations and performance. The Company may use the Presentation Materials in presentations to current and potential investors, lenders, creditors, insurers, vendors, customers, employees and others with an interest in the Company and its business. The Presentation Materials are furnished as Exhibit 99.1 to this Current Report on Form 8-K and will also be posted in the Investor Relations section of the Company’s website at https://investor.amberroad.com/investor-presentation.

The information contained in the Presentation Materials is summary information that should be considered within the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K. While the Company may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

Reference is made to Exhibit 99.2 setting forth certain information regarding the beneficial ownership of the common stock of the Company as of February 25, 2019 by each director, and the executive officers, of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Presentation Materials of Amber Road, Inc. as of February 26, 2019
99.2	Securities Holdings of Directors and Officers as of February 25, 2019

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with the Company’s 2019 Annual Meeting of Stockholders. The Company intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company's stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.

Exhibit 99.2 attached to this Current Report on Form 8-K (“Exhibit 99.2”) contains information regarding the direct and indirect interest, by securities holdings or otherwise, of the Company's directors and executive officers in the Company's securities. If the holdings of the Company's securities change from the amounts provided in Exhibit 99.2, such changes will be set forth in SEC filings on Forms 3, 4, and 5, which can be found through the Company's website at www.amberroad.com in the “Investor Relations” section under "SEC Filings" or through the SEC's website at www.sec.gov. Information can also be found in the Company's other SEC filings, including the Company's definitive proxy statement for the 2018 Annual Meeting of Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2017. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2019 Annual Meeting of Stockholders. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at www.amberroad.com in the “Investor Relations” section under “SEC Filings.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 26, 2019

AMBER ROAD, INC.
By:	/s/ Brad Holmstrom
	Brad Holmstrom
	General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Presentation Materials of Amber Road, Inc. as of February 26, 2019
99.2	Securities Holdings of Directors and Officers as of February 25, 2019

EX-99.1

EX 99.1

 Company Overview  February 2019   

 Safe Harbor Statement  This presentation contains "forward-looking" statements. These statements identify substantial risks and uncertainties and relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” and similar expressions, whether in the negative or affirmative. These statements are only predictions, may be inaccurate, and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined in our filings with the Securities and Exchange Commission (SEC), including, without limitation, our periodic and current SEC reports. These factors may cause our actual results to differ materially from any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our future results, levels of activity, performance or achievements may differ from our expectations. Other than as required by law, we do not undertake to update any of the forward-looking statements after the date of this presentation, even though our situation may change in the future. Important Additional Information and Where to Find ItAmber Road, Inc. (the “Company”) intends to file a proxy statement on Schedule 14A and form of associated WHITE Proxy Card with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for its 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”). The Company, its directors and certain of its executive officers may be deemed participants in the solicitation of proxies from shareholders in respect of the 2019 Annual Meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise will be set forth in the preliminary proxy statement and definitive proxy statement. Details concerning the nominees of the Company’s Board of Directors for election at the 2019 Annual Meeting will be included in the Company’s preliminary proxy statement and definitive proxy statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the preliminary proxy statement, definitive proxy statement and other relevant documents that the Company files with the SEC from the SEC’s website at www.sec.gov or the Company’s website at www.amberroad.com in the "Investor Relations" section under "SEC Filings" as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SECAdditionally, this presentation contains non-GAAP financial measures. A reconciliation to the most directly comparable GAAP financial measure is available in the Appendix. 

Safe Harbor Statement This presentation contains "forward-looking" statements. These statements identify substantial risks and uncertainties and relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” and similar expressions, whether in the negative or affirmative. These statements are only predictions, may be inaccurate, and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.   Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined in our filings with the Securities and Exchange Commission (SEC), including, without limitation, our periodic and current SEC reports. These factors may cause our actual results to differ materially from any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our future results, levels of activity, performance or achievements may differ from our expectations. Other than as required by law, we do not undertake to update any of the forward-looking statements after the date of this presentation, even though our situation may change in the future. Important Additional Information and Where to Find It The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company's stockholders in connection with the Company's 2019 Annual Meeting of Stockholders. The Company intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company's stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Exhibit 99.2 of the Company's Current Report on Form 8-K filed with the SEC on February 26, 2019 (“Exhibit 99.2”) contains information regarding the direct and indirect interest, by securities holdings or otherwise, of the Company's directors and executive officers in the Company's securities. If the holdings of the Company's securities change from the amounts provided in Exhibit 99.2, such changes will be set forth in SEC filings on Forms 3, 4, and 5, which can be found through the Company's website at www.amberroad.com in the “Investor Relations” section under “SEC Filings” or through the SEC's website at www.sec.gov. Information can also be found in the Company's other SEC filings, including the Company's definitive proxy statement for the 2018 Annual Meeting of Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2018. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2019 Annual Meeting of Stockholders. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at www.amberroad.com in the “Investor Relations” section under “SEC Filings.” Additionally, this presentation contains non-GAAP financial measures. A reconciliation to the most directly comparable GAAP financial measure is available in the Appendix.

 Current State 

 Amber Road transforms global supply chains by increasing efficiency, reducing risk, and enabling supply chain agility.   

 The Digitized Global Supply Chain  The non-digital global supply chain includes information contained within…PaperEmailsPhone callsSpreadsheets…this information is replicated, distributed, and unstructured. It cannot be processed by software!   PDFsWord docsand Faxes  The digital global supply chain consists of data that is…RobustNormalizedStructuredand Centralized…this data can be processed by software! It enables one version of the truth for the entire global supply chain.  

 The Digitized Global Supply Chain  Makes it possible to…Collaborate – eliminate rekeying of information, reducing errors and workAutomate – create efficiency, improve data accuracy, and increase supply chain speedAnalyze – enable real-time transactional reporting and historical analytics for continuous improvement 

 Amber Road by the Numbers  1B+Transactions &Supply Chain Messages Annually  800+Customers170+Countries  $85MRevenueProfitable* & PositiveOperating Cash Flow        699StaffUSA EU Asia    * Adjusted EBITDA positive. See appendix for details 

 Success Factors 

 Historical Trends -- Revenue  Subs revenue is expected to be the growth driver for the business.  *Fiscal year data as of 2016-2018 

 Historical Trends – Non-GAAP Gross Margin by Revenue Type  Subscription margins largely driven by levers in Hosting and Content operations (build once, sell many).Services margins the product of good utilization. Expected to remain in the mid-20% range.  *See Appendix for Non-GAAP Reconciliation 

 Historical Trends – Non-GAAP Operating Expenses as % of Revenue  Investments across all areas managed for ROI.   *See Appendix for Non-GAAP Reconciliation 

 Historical Trends – Adjusted EBITDA  Effectively managing investments across all areas while driving top line growth, resulting in increasing leverage.   6% Adjusted EBITDA Margin    *See Appendix for Non-GAAP Reconciliation 

 Historical Trends – Cash Flow from Operations    Expect sustainable and increasing positive cash flow from operations. 

 Business Outlook     First Quarter 2019             Full Year 2019          (in millions, except per share info)  Low       High       Low       High    Revenue  $  20.3     $  20.9     $  88.7     $  91.7  Non-GAAP adjusted income (loss) from operations  $  (0.7)     $  (0.1)     $  0.0     $  3.0  Non-GAAP net income (loss) per share, basic and diluted  $  (0.04)     $  (0.02)     $  (0.06)     $  0.04  Assumed weighted average shares outstanding - basic  28.3       28.3       29.0       29.0    Assumed weighted average shares outstanding - diluted  28.3       28.3       29.0       32.4    Based on information available as of February 11, 2019.   2019 Assumes subscription revenue is the driver of growth in 2019.Expect subscription revenue to show improving year-over-year growth rates as we move through the quarters and to exit the year at double digit year-over-year growth.Expect improved levels of non-GAAP profit and cash flow from operations.2020 Believe we can deliver both double digit subscription growth and Adjusted EBITDA margins along with improving levels of cash flow  *See Appendix for Non-GAAP Reconciliation 

 Appendix 

   First Quarter 2019            Full Year 2019            Low       High      Low       High    Loss from operations  $  (2.6)     $  (2.0)     $  (4.7)     $  (1.7)  Stock-based compensation  1.9      (1.9)      4.7      4.7    Non-GAAP adjusted income (loss) from operations  $  (0.7)     $  (0.1)     $  0.0     $  3.0    First Quarter 2019            Full Year 2019            Low       High      Low       High    Net loss per share, basic and diluted  $  (0.11)     $  (0.09)     $  (0.22)     $  (0.12)  Stock-based compensation  0.07       0.07       0.16       0.16    Non-GAAP adjusted net income (loss) per share, basic and diluted  $  (0.04)     $  (0.02)     $  (0.06)     $  0.04                                  (1) This assumes weighted average shares outstanding - basic  28.3       28.3       29.0       29.0    (1) This assumes weighted average shares outstanding - diluted  28.3       28.3       29.0       32.4    Reconciliation of Loss from Operations to Non-GAAP Adjusted Income (Loss) from Operations Guidance(Unaudited)  Reconciliation of Net Loss per Share to Non-GAAP Adjusted Net Income (Loss) per Share Guidance (1)(Unaudited)  Based on information available as of February 11, 2019, the following tables show 2019 GAAP guidance reconciled to non-GAAP guidance for the first quarter and full year 2019 as indicated below (numbers in millions, except per share data): 

 Reconciliation of Gross Profit, Sales and Marketing, Research and Development and General and Administrative Expenses to Non-GAAP Adjusted Gross Profit, Sales and Marketing, Research and Development and General and Administrative Expenses (Unaudited) 

 Reconciliation of Net Loss to Adjusted EBITDA (Unaudited) 

EX-99.2

EX 99.2

Security Ownership of Directors and Executive Officers

The following table sets forth certain information regarding the beneficial ownership of the common stock of Amber Road, Inc. (the “Company”) as of February 25, 2019 by each director, and the executive officers, of the Company. There were 28,076,326 shares of our common stock outstanding as of February 25, 2019.

Unless otherwise indicated, the address of each person named in the table below is Amber Road, Inc., One Meadowlands Plaza, East Rutherford, New Jersey 07073, and each beneficial owner named in the table has sole voting and sole investment power with respect to all shares beneficially owned. The amounts and percentage of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. We are not aware of any arrangements that could at a subsequent date result in a change in control. The table does not include PSUs that were awarded during 2017, which generally vest only upon a determination by the Board of Directors of the achievement of performance criteria.

Named Executive Officers and Directors:	# Shares Beneficially Owned1		Percent of Total
Thomas Conway 2		375,251		1.3
Pamela Craven 3		66,978		*
Rudy Howard 4		137,138		*
Nathan Pieri 5		404,259		1.4
James Preuninger 6		2,413,917		8.6
Barry Williams 7		77,910		*
Ralph Faison 8		6,500		*

* Less than 1%

(1) Includes shares which the individuals shown own or have the right to acquire (a) upon vesting of restricted stock units (RSUs) where the shares could be issuable as of or within 60 days thereafter, and (b) upon exercise of stock options that are vested as of February 25, 2019 or within 60 days thereafter. Such shares are deemed to be outstanding in calculating the percentage ownership of such individual (and the group), but are not deemed to be outstanding as to any other person.

(2) Mr. Conway is Chief Financial Officer of the Company. Includes 23,775 shares of common stock and options to purchase 351,476 shares of common stock that have vested or will vest within 60 days of the date of this table.

(3) Ms. Craven is a director of the Company. Includes 10,000 shares of common stock and 56,978 vested RSUs for which receipt could be settled within 60 days of the date of this table.

(4) Mr. Howard is a director of the Company. Includes stock options to purchase 80,160 shares of common stock that have vested or will vest within 60 days of the date of this table and 56,978 vested RSUs for which receipt could be settled within 60 days of the date of this table.

(5) Mr. Pieri is our Chief Product Officer. Includes 54,259 shares of common stock and options to purchase 350,000 shares of common stock that have vested or will vest within 60 days of the date of this table.

(6) Mr. Preuninger is our Chief Executive Officer and a director of the Company. Consists of 1,672,369 shares of common stock and options to purchase 741,548 shares of common stock that have vested or will vest within 60 days of the date of this table.

(7) Mr. Williams is a director of the Company. Includes 77,910 vested RSUs for which receipt could be settled within 60 days of the date of this table.

(8) Mr. Faison is a director of the Company. Includes 6,500 shares of common stock.