Current Report Filing (8-k)
May 31 2019 - 5:22PM
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
May 24, 2019
Date
of report (Date of earliest event reported)
SUPPORT.COM, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-30901
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94-3282005
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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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1521 Concord Pike (US 202), Suite 301
Wilmington, DE 19803
(Address
of Principal Executive Offices) (Zip Code)
(650) 556-9440
(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:
☐
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))
Indicate by check mark whether the registrant is an emerging growth
company 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 8.01. Other Events.
On
March 22, 2010, Support.com, Inc. (the “Company”) and
AOL Fulfillment Services, who now does business as Verizon Media
(“Verizon Media”), entered into a Fulfillment Services
Promotion and Marketing Agreement (“Agreement”). The
Agreement relates to the development and sale of certain products
and services. The Company currently sells software products to
Verizon Media pursuant to the terms of the Agreement under two
programs – SUPERAntiSpyware and Computer Check-Up. Verizon
Media offers these software products to its end-customers. On May
24, 2019, the Company received a letter from Verizon Media, dated
May 23, 2019, providing notice that it wishes to terminate the
Agreement and work with the Company to wind-down all remaining
subscriptions for both programs.
The
Company currently anticipates that the Computer Check-Up program
will be terminated within the next one-to-two months, with no
further new software sales by Verizon Media to its end-customers
occurring under this program. The Company currently anticipates
that the SUPERAntiSpyware program will be phased-out over a longer
period of time, with no new sales by Verizon Media to its
end-customers occurring under this program going forward, but with
existing recurring sales ending by the end of the calendar year. In
the four-quarter period ending March 31, 2019, the Company derived
$1.3 million and $1.4 million of revenue from sales to Verizon
Media under the Computer Check-Up program and the SUPERAntiSpyware
program, respectively. In connection with the termination of the
Computer Check-Up program, Verizon Media has requested that the
Company fund rebates to end-customers who elect to accept a refund
offer from Verizon Media. At this time, the Company has not
determined to what extent, if any, the Company will fund any
potential rebates. If the Company agrees to participate or is
otherwise required to participate in funding any rebates provided
by Verizon Media to its end-customers, the Company’s results
of operations and financial condition may be materially and
adversely impacted.
This
Current Report on Form 8-K contains forward-looking statements
regarding the Company’s business and expected future
performance as well as assumptions underlying or relating to such
statements of expectation, all of which are “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements include, but are not
limited to, statements regarding the anticipated timing of the
termination of sales under the SUPERAntiSpyware and Computer
Check-Up programs to Verizon Media and the potential impact on the
Company’s results of operations and financial condition if it
agrees or is required to fund any rebates offered by Verizon Media
to its end-customers in connection with the termination of the
Computer Check-Up program. The Company is subject to many risks and
uncertainties that may materially affect its business and future
performance, which could cause these forward-looking statements to
be inaccurate. These risks include the risk that Verizon Media
elects to terminate both programs with the Company immediately or
that it requires the Company to fund entirely any rebates that
Verizon Media may offer to its end-customers related to the
Company’s software products. The Company and its business are
subject to numerous other risks and uncertainties, including those
set forth in its Form 10-Q filed with the Securities and Exchange
Commission on May 13, 2019, a copy of which is available at
www.sec.gov. The forward-looking statements contained in this
Current Report on Form 8-K are based on information as of the
filing date of this report, and the Company undertakes no
obligation to publicly revise or update any forward-looking
statements, except as required by law.
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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SUPPORT.COM,
INC.
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Date:
May 31, 2019
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By:
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/s/
Richard Bloom
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Name:
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Richard Bloom
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Title:
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President
and Chief Executive Officer
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