UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 12, 2015
RETAILMENOT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36005 | 26-0159761 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S Employer Identification No.) |
301 Congress Avenue, Suite 700
Austin, Texas 78701
(Address of principal executive offices, including zip code)
(512) 777-2970
(Registrant’s telephone number, including area code)
Not Applicable
(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):
| ¨ | 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)) |
| Item 7.01. | Regulation FD Disclosure. |
On November 13, 2015, RetailMeNot, Inc. (the “Company”) issued a press release announcing the distribution of the Company’s common stock beneficially owned by entities affiliated with Austin Ventures. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished in this Current Report under this Item 7.01 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release of RetailMeNot, Inc. dated November 13, 2015 | |
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.
| RETAILMENOT, INC. | ||||||
| Date: November 13, 2015 | /s/ Jonathan B. Kaplan | |||||
| Jonathan B. Kaplan General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of RetailMeNot, Inc. dated November 13, 2015 | |
Exhibit 99.1
Update on Austin Ventures Position in RetailMeNot, Inc. Stock
Austin, November 13, 2015 — RetailMeNot, Inc., the world’s largest marketplace for digital offers (“RetailMeNot” or the “Company”), today announced that Austin Ventures, an early-stage venture capital investor, distributed the common stock of the Company held by its affiliated entities to their respective partners on November 12, 2015.
As of October 30, 2015, entities affiliated with Austin Ventures held 7,628,163 shares of common stock, or 14.6% of outstanding shares, of the Company.
The Company issued the following statement:
“RetailMeNot is grateful for the support that Austin Ventures provided to the Company as one of its earliest investors. As Austin Ventures transitions, RetailMeNot remains focused on continuing to grow our business to ensure we provide our millions of consumers more ways to save money when they shop with 60,000+ retailers in our marketplace. During this transition, we plan to continue to opportunistically utilize our stock repurchase plan, which currently has approximately $60 million remaining.”
About RetailMeNot, Inc.
RetailMeNot, Inc. (http://www.retailmenot.com/corp/) operates the world’s largest marketplace for digital offers. The company enables consumers across the globe to find hundreds of thousands of digital offers for their favorite retailers and brands. During the 12 months ended September 30, 2015, RetailMeNot, Inc. experienced nearly 730 million visits to its websites, and during the three months ended September 30, 2015. RetailMeNot, Inc. averaged 18.6 million mobile unique visitors per month. In 2014, RetailMeNot, Inc. estimates $4.4 billion in paid retailer sales were attributable to consumer traffic from digital offers in its marketplace. The RetailMeNot, Inc. portfolio includes RetailMeNot.com, the largest digital offer marketplace in the United States; RetailMeNot.ca in Canada; VoucherCodes.co.uk, the largest digital offers marketplace in the United Kingdom; deals.com in Germany; Actiepagina.nl, a leading digital offers site in the Netherlands; ma-reduc.com, a leading digital offer site in France; Poulpeo.com, a leading digital offers site with cash back in France; and Deals2Buy.com, a digital offers site in North America. RetailMeNot, Inc. is listed on the NASDAQ stock exchange under the ticker symbol “SALE.” Investors interested in learning more about the company can visit http://investor.retailmenot.com.
Investor Relations Contact:
Michael Magaro
RetailMeNot, Inc.
mmagaro@rmn.com
+1 512 777 2899
Media Contact:
Brian Hoyt
RetailMeNot, Inc.
+1 202 330 3070
bhoyt@rmn.com