Current Report Filing (8-k)
July 27 2017 - 8:48AM
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): July 27, 2017
RIGHTSIDE GROUP, LTD.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-36262
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32-0415537
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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5808 Lake Washington Blvd. NE, Suite 300
Kirkland, Washington
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98033
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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: (425)
298-2500
Not Applicable
(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:
☐
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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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☐
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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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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. ☒
As previously announced, on June 13, 2017, Rightside Group, Ltd. (the
Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Donuts Inc. (Parent) and DTS Sub Inc. (Purchaser). Subject to the terms and conditions set forth in the Merger
Agreement, Purchaser commenced a cash tender offer (the Offer) to acquire all of the shares of the Companys common stock (the Shares) for a purchase price of $10.60 per Share in cash, without interest (the Offer
Price).
The Offer expired as scheduled at 12:00 midnight, New York City time, on July 26, 2017 (one minute after 11:59 p.m., New York City
time, on July 26, 2017) and was not extended. Purchaser and Parent announced that 17,740,054 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 92.0% of the issued and outstanding
Shares.
Parent and Purchaser announced that the number of Shares validly tendered and not validly withdrawn pursuant to the Offer (excluding Shares
delivered pursuant to notices of guaranteed delivery) satisfies the condition that there have been validly tendered and not withdrawn from the Offer a number of Shares that, together with any Shares owned by Parent and Purchaser, if any, represents
a majority of the Shares (calculated on a fully diluted basis in accordance with the Merger Agreement) issued and outstanding. Parent and Purchaser announced that all conditions to the Offer had been satisfied, and Purchaser has accepted for payment
and will promptly pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (including all Shares delivered pursuant to notices of guaranteed delivery).
Following the consummation of the Offer, Parent and Purchaser intend to effect the merger in accordance with Section 251(h) of the Delaware General
Corporation Law (the DGCL), pursuant to which Purchaser will be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent. At the effective time of the merger, each Share
issued and outstanding immediately prior to such effective time (other than (i) treasury shares, (ii) Shares held by Parent, Purchaser or any wholly-owned subsidiary of Parent, (iii) Shares held by the Company or any subsidiaries of
the Company, and (iv) Shares owned by Company stockholders who have properly preserved their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive an amount in cash equal to the Offer Price, without
interest and subject to any applicable tax withholding.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Joint Press Release, dated July 27, 2017, entitled Donuts Completes Successful Tender Offer for Shares of Rightside
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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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Date: July 27, 2017
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RIGHTSIDE GROUP, LTD.
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By:
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/s/ Taryn J. Naidu
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Taryn J. Naidu
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Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit
No.
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Description
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99.1
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Joint Press Release, dated July 27, 2017, entitled Donuts Completes Successful Tender Offer for Shares of Rightside
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