Current Report Filing (8-k)
May 09 2016 - 4:42PM
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): May 9, 2016
TechTarget, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-33472
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04-3483216
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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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275 Grove Street, Newton MA
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02466
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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: (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 (
see
General Instruction A.2. below):
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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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x
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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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Item 2.02 Results of Operations and Financial Condition
On May 9, 2016, TechTarget, Inc. (the Company) disclosed its results for the three months ended March 31, 2016 in its Shareholder Letter,
which is posted on the Investor Information section of its website at
www.techtarget.com
. The Shareholder Letter is 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) is furnished in accordance with SEC Release No. 33-8216 and 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
Equity Tender Offer
The Company announced today that it intends
to launch a tender offer to purchase up to 8 million shares of its common stock at a price per share of $7.75. The tender offer will be contingent upon satisfaction of customary conditions. Additional details regarding the terms of the tender
offer will be provided upon formal commencement of the tender offer.
As of May 6, 2016, TechTarget had approximately 32.3 million shares
outstanding. The Company intends to use a combination of available cash on hand and $50 million of borrowings under its new senior secured credit facility to fund the tender offer and related expenses.
This description is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Companys common
stock. The planned tender offer described in this Item 8.01 has not yet commenced, and there can be no assurances that the Company will commence the tender offer on the terms described in this Item 8.01 or at all. If the Company commences
the tender offer, the tender offer will be made solely by an Offer to Purchase and the related Letter of Transmittal, as they may be amended or supplemented. Shareholders and investors are urged to read the Companys Tender Offer Statement on
Schedule TO, which is expected to be filed with the SEC in connection with the tender offer and will include as exhibits an Offer to Purchase, a related Letter of Transmittal and other offer materials, as well as any amendments or supplements to the
Schedule TO when they become available, because they will contain important information. If the Company commences the tender offer, it will file each of the documents referenced in this paragraph with the SEC, and, when available, investors may
obtain them for free from the SEC at its website (
www.sec.gov
) or from the Companys information agent in connection with the tender offer.
Item 9.01 Financial Statements and Exhibits
The following exhibits relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1
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Shareholder Letter dated May 9, 2016.
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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.
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TechTarget, Inc.
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Date: May 9, 2016
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By:
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/s/ Janice Kelliher
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Janice Kelliher
Chief Financial Officer and
Treasurer
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