- Current report filing (8-K)
November 08 2010 - 4:02PM
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):
November
8, 2010
TechTarget, Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
|
1-33472
|
|
04-3483216
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation or organization)
|
|
File Number)
|
|
Identification No.)
|
275 Grove Street, Newton MA
|
|
02466
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(617) 431-9200
(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))
x
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
November 8, 2010, TechTarget, Inc. (TechTarget) issued a press
release announcing its results for the third fiscal quarter ended September 30,
2010. TechTarget is also posting a copy of its supplemental prepared remarks
with respect to the completed quarter on the Investor Information section of
its website at www.techtarget.com. The full text of the press release issued in
connection with the announcement and the related prepared remarks are furnished
as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. The
information contained in Item 2.02 of this Form 8-K (including Exhibits
99.1 and 99.2) shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (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, as
amended, 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 8.01. Other Events
On
November 8, 2010, TechTarget announced that it expects to commence a
tender offer on November 9, 2010 to purchase up to 10 million shares of
its common stock at a price per share of $6.00.
TechTarget will use a portion of its cash, cash equivalents and
investments to fund the tender offer. As of September 30, 2010, TechTarget
had approximately $85 million in cash, cash equivalents and investments. If more than approximately 6.7 million shares
are purchased, TechTarget expects to evaluate a possible debt financing
following the completion of the tender offer.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
This
Current Report on Form 8-K does not constitute an offer to buy or the
solicitation of an offer to sell shares of TechTarget common stock. The tender offer is being made only pursuant
to the Offer to Purchase, Letter of Transmittal and related materials that
TechTarget will shortly be distributing to its stockholders and filing with the
Securities and Exchange Commission.
Stockholders and investors should read carefully the Offer to Purchase,
Letter of Transmittal and related materials because they contain important
information, including the various terms of, and conditions to, the tender
offer. Stockholders and investors may
obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase,
Letter of Transmittal and other documents that TechTarget will shortly be
filing with the Securities and Exchange Commission at the Commissions website
at www.sec.gov, the investor information section of TechTargets website at
www.techtarget.com or by calling Georgeson Inc., the information agent for the
tender offer, toll-free at (800) 248-7690.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits relating to Item 2.02 and 8.01shall be deemed to be
furnished, and not filed:
99.1 A
copy of the press release issued by TechTarget, Inc. on November 8,
2010 is furnished herewith.
99.2 A
copy of the prepared remarks posted by TechTarget, Inc. to its website on November 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:
November 8, 2010
|
|
TECHTARGET, INC.
|
|
|
|
|
|
By:
|
/s/
Greg Strakosch
|
|
|
|
Greg
Strakosch
|
|
|
|
Chief
Executive Officer
|
2
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Press
Release dated November 8, 2010
|
|
|
|
99.2
|
|
Prepared
Remarks dated November 8, 2010
|
3
Tech Target (NASDAQ:TTGT)
Historical Stock Chart
From May 2024 to Jun 2024
Tech Target (NASDAQ:TTGT)
Historical Stock Chart
From Jun 2023 to Jun 2024