Current Report Filing (8-k)
06 October 2018 - 6:50AM
Edgar (US Regulatory)
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): October 1, 2018
QuinStreet, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34628
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77-0512121
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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950 Tower Lane, 6
th
Floor
Foster City, CA 94404
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(650) 578-7700
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 ☐
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 1.01 Entry into a Material Definitive Agreement
On October 1, 2018, pursuant to a Share Purchase Agreement (the Share Purchase Agreement) by and among QuinStreet, Inc.
(QuinStreet), AmOne Corp. (AmOne) and Rod Romero (the Seller) entered into on October 1, 2018, QuinStreet acquired all of the issued and outstanding capital stock of AmOne from the Seller (the
Closing).
The Share Purchase Agreement requires QuinStreet to pay (i) at Closing, approximately $20.3 million in
cash, subject to certain closing adjustments as provided in the Share Purchase Agreement, including adjustments for cash, debt and net asset balance and (ii) up to $8.0 million in additional post-Closing payments, payable in equal
semi-annual installments over a two year period, with the first installment payable
six-months
following the date of Closing.
The Share Purchase Agreement contains customary representations, warranties and covenants of QuinStreet, AmOne and the Seller. The parties
have agreed to indemnify each other for certain breaches of representations, warranties and covenants.
The foregoing description of the
Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Share
Purchase Agreement has been included as an exhibit hereto solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business, or operational information about QuinStreet,
AmOne, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Share Purchase Agreement are made only for purposes of the Share Purchase Agreement and are made as of specific dates; are solely
for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Share Purchase Agreement, including being qualified by confidential disclosures made for the
purpose of allocating contractual risk between the parties rather than establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security
holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of QuinStreet, AmOne, or their respective subsidiaries
or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Share Purchase Agreement which subsequent information may or may not be fully reflected in public
disclosures.
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 1, 2018, QuinStreet completed the acquisition of AmOne. As a result of the Closing, AmOne became a wholly-owned subsidiary of
the Company. Please refer to Item 1.01 above for addition information about the acquisition.
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Item 9.01 Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
. The financial statements of AmOne required by Item 9.01(a) to this Current
Report on
Form 8-K
will be filed by amendment within 71 calendar days after the date this report on Form
8-K
must be filed.
(b)
Pro Forma Financial Information
. The pro forma financial information required by Item 9.01(b) to this Current Report on
Form 8-K
will be filed by amendment within 71 calendar days after the date this report on
Form 8-K
must be filed.
(d)
Exhibits
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The schedules to the Share Purchase Agreement have been omitted from this filing pursuant to Item
601(b)(2) of
Regulation S-K. QuinStreet
will furnish copies of such schedules to the SEC upon its request; provided, however, that QuinStreet may request confidential treatment pursuant to
Rule 24b-2 of
the Exchange Act for any schedule so furnished.
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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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QUINSTREET, INC.
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Date: October 5, 2018
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By:
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/s/ Gregory Wong
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Gregory Wong
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Chief Financial Officer and Senior Vice President
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