8-K 1 a8-kcoverq42018.htm 8-K Document


 
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): February 13, 2019
 
CRITEO S.A.
(Exact name of registrant as specified in its charter)
 
France
 
001-36153
 
Not Applicable
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
32, rue Blanche, Paris - France
 
75009
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: +33 14 040 2290
(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:
c
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
c
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
c
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
 
 
c
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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    c

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.    c




ITEM 2.02
 Results of Operations and Financial Condition

On February 13, 2018, Criteo S.A. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended December 31, 2018. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

ITEM 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 8, 2019, the Board of Directors of the Company approved an update to Article 6 of the Company’s bylaws, effective immediately, solely to reflect an adjustment in the Company’s share capital as a result of the cancellation of shares repurchased by the Company pursuant to the Company’s previously announced share repurchase program and shares issued due to employee stock option exercises and restricted stock vesting. The text of the updated Article is attached as Exhibit 3.2 hereto and is incorporated by reference herein.



ITEM 9.01
 Financial Statements and Exhibits.
 
 
(d)
Exhibits
 








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.

 
 
 
Criteo S.A.
 
 
 
Date: February 13, 2018
By:
/s/ Benoit Fouilland
 
Name:
 Benoit Fouilland
 
Title:
 Chief Financial Officer