- Current report filing (8-K)
February 08 2010 - 8:27AM
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):
February 2, 2010
TechTarget, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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1-33472
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04-3483216
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation
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File Number)
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Identification
No.)
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117
Kendrick Street, Needham, MA
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02494
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(Address of principal
executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(781) 657-1000
(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:
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))
Item 2.02 Results of Operations
and Financial Condition
On February 8, 2010, TechTarget, Inc. (the
Company) issued a press release announcing its results for the third quarter
ended September 30, 2009, and updated guidance for the fourth quarter
ended December 31, 2009. The full text of the press release issued in
connection with the announcement are furnished as Exhibit 99.1 to this
Current Report on Form 8-K. The
information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1)
shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934 (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 or the Exchange Act, regardless
of any general incorporation by reference language in such filing, except as
expressly set forth by specific reference in such a filing.
Item
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On February 2, 2010, Eric
Sockol, the Chief Financial Officer of the Company, decided to leave his
position with the Company to pursue other opportunities. At the request of the Companys Board of
Directors, Mr. Sockol has agreed to remain in his current position for a period
of time in order to assist the Company as it searches for his successor. In consideration for Mr. Sockols agreement
to continue to serve the Company during this transition period, and for his
past service to the Company, the Companys Board of Directors has determined
that it will award to Mr. Sockol, when his employment ultimately terminates
after this transition period, the severance to which he would be entitled under
his employment agreement with the Company in the event of a termination event
triggering a severance entitlement by him.
This severance consists of (i) nine months of continued salary, (ii) a
pro rated bonus based on Mr. Sockols current target bonus, (iii) nine months
of health and welfare benefit continuation and (iv) accelerated vesting of all
outstanding equity awards.
Item
7.01. Regulation FD Disclosure
On February 2, 2010,
The Nasdaq Stock Market (Nasdaq) sent the Company a letter stating that
Nasdaq has granted the Company an exception from Nasdaqs Listing Rule 5250(c)(1) to
enable the Company to regain compliance with that rule. As previously disclosed, Nasdaq had sent the
Company a deficiency notice on November 13, 2009 as a result of the
Companys failure to timely file its Form 10-Q for the quarter ended September 30,
2009. The Company is filing today its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2009. As a result, the Company believes
that it is now in compliance with Nasdaqs Listing Rule 5250(c)(1), and
the Company expects to hear confirmation of this compliance from Nasdaq in the
coming days.
Item 9.01
Financial Statements and Exhibits
Exhibit. The following exhibit relating to Item 2.02 shall be deemed to
be furnished, and not filed :
99.1 A copy of
the press release issued by TechTarget, Inc. on February 8, 2010 is furnished
herewith.
SIGNATURE
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.
Date: February 8,
2010
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TECHTARGET, INC.
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By:
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/s/ Greg Strakosch
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Greg Strakosch
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Chief Executive Officer
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1
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