8-K 1 a2019-07x158xklanhamactlit.htm 8-K 2019-07-15 8-K (Lanham Act Litigation)

Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 12, 2019
TrueCar, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
Identification No.)
120 Broadway, Suite 200
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
(800) 200-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
The Nasdaq Global Select Market

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 o

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. o


Item 7.01     Regulation FD Disclosure.

On July 15, 2019, TrueCar, Inc. (the “Company”) announced that, on July 12, 2019, the United States District Court for the Southern District of New York granted the Company’s motion to reconsider the court’s earlier decision, dated March 27, 2019, to deny in part the Company’s motion for summary judgment in the NY Lanham Act Litigation (as defined in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed by the Company with the Securities and Exchange Commission on May 10, 2019), brought against the Company by certain dealer plaintiffs represented by Bellavia Blatt P.C. As a result, the court granted the Company’s motion for summary judgment as to the entirety of the plaintiffs’ Lanham Act claims. In light of the dismissal of the plaintiffs’ sole federal claim, the court declined to exercise supplemental jurisdiction over the state-law claims alleged by the plaintiffs’ amended complaint and therefore dismissed them without prejudice. If the plaintiffs appeal the court’s decision, or elect to file any of the dismissed state-law claims in state court, the Company will continue to vigorously defend itself in this matter.

The information in this Item 7.01 of this Current Report on Form 8-K 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.

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.
/s/ Jeff Swart
Jeff Swart
EVP, General Counsel & Secretary
 Date:  July 15, 2019