- Current report filing (8-K)
11 February 2009 - 8:32AM
Edgar (US Regulatory)
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: February 5, 2009
(Date
of earliest event reported)
Glu
Mobile Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-33368
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91-2143667
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(Commission File Number)
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(IRS Employer Identification No.)
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2207 Bridgepointe Parkway, Suite 250
San Mateo,
California
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94404
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(650)
532-2400
(Registrant’s
Telephone Number, Including Area Code)
n/a
(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))
This Current Report contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, including
the estimate of Glu Mobile Inc. (“Glu”) regarding the size of its
goodwill impairment to be recorded in Glu’s quarter ended December 31,
2008. These forward-looking statements reflect Glu’s current
expectations and estimates and are subject to various risks and
uncertainties that could cause actual results to differ materially from
any forward-looking statement in this report, including the risk that
all of the size of the final goodwill impairment charge may be larger or
smaller than Glu currently anticipates and other risks detailed under
the caption “Risk Factors” in Glu’s Form 10-Q filed with the Securities
and Exchange Commission (the “SEC”) on November 14, 2008 and Glu’s other
SEC filings. Glu is under no obligation, and expressly disclaims any
obligation, to update or alter these forward-looking statements whether
as a result of new information, future events of otherwise.
Item
2.02 Results of Operations and Financial Condition.
On February 10, 2009, Glu issued a press release announcing its
financial results for the fourth quarter and year ended December 31,
2008 and providing its business outlook. A copy of the press release is
attached as Exhibit 99.01 to this Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.01 to this
Current Report, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended. The information
contained in this Item 2.02 and in the accompanying Exhibit 99.01 shall
not be incorporated by reference into any registration statement or
other document filed by Glu with the SEC, whether made before or after
the date of this Current Report, regardless of any general incorporation
language in such filing (or any reference to this Current Report
generally), except as shall be expressly set forth by specific reference
in such filing.
Item
2.06 Material Impairments.
On February 5, 2009, Glu determined, based on a combination of factors,
including the current economic environment and a decline in its market
capitalization, that there were sufficient indicators to require it to
perform an interim goodwill impairment analysis. Accordingly, Glu
currently estimates that its financial statements for the quarter ended
December 31, 2008 will reflect a goodwill impairment charge of
approximately $23.5 million, representing Glu’s current estimate of the
amount of this impairment, as the fair value of two of its three
reporting units was determined to be below the carrying value of their
respective goodwill balances. Glu has not yet completed its impairment
analysis and expects to finalize it during February or March 2009. Glu
may make an adjustment to this charge when the analysis is completed,
and the final charge will be reported in our Form 10-K for the year
ended December 31, 2008. The goodwill impairment charge is a non-cash
charge.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.01 Press Release issued by Glu Mobile Inc., dated
February 10, 2009.
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.
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Glu Mobile Inc.
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Date:
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February 10, 2009
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By:
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/s/ L. Gregory Ballard
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Name:
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L. Gregory Ballard
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Title:
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Chief Executive Officer
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EXHIBIT INDEX
Number
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Description
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99.01
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Press Release issued by Glu Mobile Inc., dated February 10, 2009.
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3
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