Current Report Filing (8-k)

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 19, 2015

YODLEE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36639

33-0843318

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification Number)

3600 Bridge Parkway, Suite 200

Redwood City, California 94065

(Address of principal executive offices)

(650) 980-3600

(Registrant’s telephone number, including area code)

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))

Introductory Note

On November 19, 2015, pursuant to an Agreement and Plan of Merger, dated August 10, 2015 (as it may be amended from time to time, the “Merger Agreement”), by and among Envestnet, Inc. (“Envestnet”), Yale Merger Corp. (“Merger Sub”) and Yodlee, Inc. (“Yodlee”), Yodlee completed its merger with Merger Sub, with Yodlee surviving as a wholly owned subsidiary of Envestnet (such transaction, the “Merger”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Merger Agreement, a copy of which is attached as Exhibit 2.1 to Yodlee’s Form 8-K filed August 11, 2015 and incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Items 3.03, 5.01 and 5.03 is incorporated herein by reference.

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Yodlee issued and outstanding immediately prior to the Effective Time (“Yodlee Common Stock”) (except for (i) shares of Yodlee Common Stock as to which the holders thereof had not voted in favor of the Merger or consented thereto in writing and had demanded appraisal for such shares in accordance with Section 262 of the Delaware General Corporation Law and had not effectively withdrawn or lost their rights to appraisal (“Dissenting Shares”) and (ii) shares of Yodlee Common Stock owned by Yodlee as treasury stock or owned by Envestnet or any direct or indirect wholly owned subsidiary of Envestnet) was cancelled and converted into the right to receive (A) $11.51 in cash (the “Per Share Cash Consideration”) and (B) 0.1889 of a share of validly issued, fully paid and non-assessable shares of common stock, par value $0.005 per share, of Envestnet (such shares of Envestnet, “Envestnet Common Stock” and such stock consideration, the “Per Share Stock Consideration”).

Each vested and exercisable stock option granted under any of Yodlee’s equity plans that remained outstanding as of immediately prior to the closing of the Merger (the “Vested Stock Options”), including options that vested as of the closing of the Merger, were exercised immediately prior to the closing of the Merger in a cashless net exercise, with shares of Yodlee Common Stock that would otherwise be received on the exercise of such Vested Stock Option being retained by Yodlee to cover the exercise price and any applicable tax withholding obligations and the net number of shares of Yodlee Common Stock upon such net exercise being issued to the holder of such Vested Stock Option. At the Effective Time, each such share of Yodlee Common Stock was converted into the right to receive the Per Share Cash Consideration and Per Share Stock Consideration pursuant to the terms and conditions of the Merger Agreement.

At the Effective Time, all stock options granted pursuant to Yodlee equity plans, other than Vested Stock Options, that remained unvested and outstanding as of immediately prior to the closing of the Merger (the “Unvested Stock Options”) were assumed and converted into awards of restricted shares of Envestnet Common Stock pursuant to the terms and conditions of the Merger Agreement. The restricted shares of Envestnet Common Stock received in connection with the assumption and conversion of such Unvested Stock Option vest proportionally on the same dates and subject to the same terms and conditions generally of each applicable Unvested Stock Option. Such restricted shares are governed by and subject to the terms of the Envestnet, Inc. 2015 Acquisition Equity Award Plan.

At the Effective Time, all restricted stock units granted pursuant to Yodlee equity plans that remained unvested and outstanding as of immediately prior to the closing of the Merger (the “Unvested RSUs”) were assumed and converted into awards of restricted shares of Envestnet Common Stock pursuant to the terms and conditions of the Merger Agreement. The restricted shares of Envestnet Common Stock received in connection with the assumption and conversion of each such Unvested RSU vest proportionally on the same dates and subject to the same terms and conditions generally of each applicable Unvested RSU. Such restricted shares are governed by and subject to the terms of the Envestnet, Inc. 2015 Acquisition Equity Award Plan.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to Yodlee’s Form 8-K filed August 11, 2015 and incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.